Exhibit 4.3


 


 


SECOND SUPPLEMENTAL INDENTURE


 


 


between


 


 


TRANSOCEAN INC.


 


 


and


 


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION,


 


 


as Trustee


 


 










 


 


December 11, 2007


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  ONE 

  	
  THE 2037 NOTES

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 101

  	
  Designation of 2037 Notes; Establishment of Form.

  	
  2

  
	
  SECTION 102

  	
  Amount.

  	
  3

  
	
  SECTION 103

  	
  Interest.

  	
  3

  
	
  SECTION 104

  	
  Additional Amounts.

  	
  3

  
	
  SECTION 105

  	
  Denominations.

  	
  3

  
	
  SECTION 106

  	
  Place of Payment.

  	
  3

  
	
  SECTION 107

  	
  Redemption.

  	
  4

  
	
  SECTION 108

  	
  Conversion.

  	
  4

  
	
  SECTION 109

  	
  Maturity.

  	
  4

  
	
  SECTION 110

  	
  Repurchase.

  	
  4

  
	
  SECTION 111

  	
  Other Terms of 2037 Notes.

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TWO 

  	
  AMENDMENTS TO THE INDENTURE

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 201

  	
  Definitions.

  	
  5

  
	
  SECTION 202

  	
  Mutilated, Destroyed, Lost and Stolen Securities.

  	
  10

  
	
  SECTION 203

  	
  Payment of Interest; Interest Rights Preserved.

  	
  10

  
	
  SECTION 204

  	
  Unconditional Right of Holders to Receive Principal and Interest.

  	
  11

  
	
  SECTION 205

  	
  Consolidation, Merger and Sale; Limitation on Mergers and
  Consolidations.

  	
  11

  
	
  SECTION 206

  	
  Supplemental Indentures Without Consent of Holders.

  	
  11

  
	
  SECTION 207

  	
  Supplemental Indenture with Consent of Holder.

  	
  12

  
	
  SECTION 208

  	
  Maintenance of Office or Agency.

  	
  12

  
	
  SECTION 209

  	
  Tax Additional Amounts.

  	
  12

  
	
  SECTION 210

  	
  Redemption.

  	
  14

  
	
  SECTION 211

  	
  Conversion, Repurchase.

  	
  20

  
	
  SECTION 212

  	
  Amendment to Events of Default.

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THREE 

  	
  MISCELLANEOUS PROVISIONS

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 301

  	
  Integral Part.

  	
  40

  
	
  SECTION 302

  	
  General Definitions.

  	
  40

  
	
  SECTION 303

  	
  Adoption, Ratification and Confirmation.

  	
  40

  
	
  SECTION 304

  	
  Counterparts.

  	
  40

  
	
  SECTION 305

  	
  Governing Law.

  	
  40

  



 


i





















 


TRANSOCEAN INC.


 


SECOND SUPPLEMENTAL
INDENTURE


 


THIS SECOND SUPPLEMENTAL
INDENTURE, dated as of December 11, 2007 (the “Second Supplemental
Indenture”), between Transocean Inc., a Cayman Islands exempted company limited
by shares (the “Company”), and Wells Fargo Bank, National Association (the “Trustee”).


 


W
I  T  N  E  S  S  E  T  H
:


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an Indenture, dated as of December 11,
2007, providing for the issuance from time to time of one or more series of the
Company’s Securities;


 


WHEREAS, Sections 2.01
and 9.01(9) of the Indenture provides that the Company and the Trustee may
from time to time enter into one or more indentures supplemental thereto to
establish the form or terms of Securities of a new series;


 


WHEREAS, Section 9.01(6) of
the Indenture permit the execution of supplemental indentures without the
consent of any Holders to add to the covenants of the Company for the benefit
of, and to add any additional Events of Default with respect to, all or any
series of Securities;


 


WHEREAS, Section 9.01(8) of
the Indenture permits the execution of supplemental indentures without the
consent of any Holders to change or eliminate any of the provisions of the
Indenture; provided that such change or elimination
does not adversely affect any outstanding Security of any series created prior
to the execution of such supplemental indenture;


 


WHEREAS, the Company
desires to issue 1.625% Series A Convertible Senior Notes due December 15,
2037 (the “Series A 2037 Notes”), 1.50% Series B Convertible
Senior Notes due December 15, 2037 (the “Series B
2037 Notes”) and 1.50% Series C Convertible Senior Notes due December 15,
2037 (the “Series C 2037 Notes”, and, together with the Series A
2037 Notes and the Series B 2037 Notes, the “2037 Notes”),
each a new series of Securities the issuance of which was authorized by or
pursuant to resolution of the Board of Directors of the Company;


 


WHEREAS, the Company,
pursuant to the foregoing authority, proposes in and by this Second
Supplemental Indenture to supplement and amend the Indenture insofar as it will
apply only to the 2037 Notes in certain respects; and


 


WHEREAS, all things
necessary have been done to make the 2037 Notes, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Second
Supplemental Indenture a valid agreement of the Company, in accordance with
their and its terms.


 

















 


NOW, THEREFORE:


 


In consideration of the
premises provided for herein, the Company and the Trustee mutually covenant and
agree for the equal and proportionate benefit of all Holders of the
2037 Notes as follows:


 


ARTICLE ONE



THE 2037 NOTES


 


SECTION 101        Designation of
2037 Notes; Establishment of Form.


 


There shall be a series
of Securities designated “1.625% Series A Convertible Notes Due December 15,
2037” of the Company (the “Series A 2037 Notes”), the form of which
shall be substantially as set forth in Annex A hereto; a series of
Securities designated “1.50% Series B Convertible Notes Due December 15,
2037” of the Company (the “Series B 2037 Notes”), the form of which
shall be substantially as set forth in Annex B hereto and a series of Securities
designated “1.50% Series C Convertible Notes Due December 15,
2037” of the Company (the “Series C 2037 Notes”, and together with
the Series A 2037 Notes and the Series C 2037 Notes, the “2037 Notes”),
the form of which shall be substantially as set forth in Annex C hereto,
each of which is incorporated into and shall be deemed a part of this Second
Supplemental Indenture, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
the Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company executing
such 2037 Notes, as evidenced by their execution of the 2037 Notes.


 


All of the
2037 Notes will initially be issued in permanent global form,
substantially in the respective form set forth in Annex A, Annex B
and Annex C hereto (the “Global Securities”) as Book-Entry Securities. Each
Global Security shall represent such of the Outstanding 2037 Notes as
shall be specified therein and shall provide that it shall represent the
aggregate amount of Outstanding 2037 Notes from time to time endorsed
thereon and that the aggregate amount of Outstanding 2037 Notes
represented thereby may from time to time be reduced to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding 2037 Notes represented
thereby shall be made by the Trustee in accordance with written instructions or
such other written form of instructions as is customary for the Depositary,
from the Depositary or its nominee on behalf of any Person having the
beneficial interest in the Global Security.


 


The Company initially
appoints The Depository Trust Company to act as Depositary with respect to the
Global Securities.


 


The Company initially
appoints the Trustee to act as Paying Agent and Conversion Agent with respect
to the 2037 Notes.


 


2

















 


SECTION 102        Amount.


 


Each series of the 2037
Notes may be issued in unlimited aggregate principal amount. The Trustee shall
authenticate and deliver 2037 Notes for original issue in an aggregate
Principal Amount of up to $2,200,000,000 of Series A 2037 Notes, up
to $2,200,000,000 of Series B 2037 Notes and up to $2,200,000,000 of Series C
2037 Notes upon Company Order without any further action by the Company. Upon
Company Request, the Trustee shall authenticate and deliver additional 2037
Notes of any series, provided that
such additional 2037 Notes are (i) fungible with the 2037 Notes of such
series then outstanding for U.S. Federal income taxation purposes, or (ii) issued
under a different CUSIP number than the 2037 Notes of such series then
outstanding.


 


SECTION 103        Interest.


 


The 2037 Notes of
each series shall bear interest at the rate set forth under the caption “Interest”
in the 2037 Notes of such series, commencing on the Issue Date of the
2037 Notes. Interest on the 2037 Notes shall be payable to the
persons in whose name the 2037 Notes are registered at the close of
business on the Regular Record Date for such interest payment. The date from
which interest shall accrue for each 2037 Note shall be December 11,
2007. The Interest Payment Dates on which interest on the 2037 Notes shall
be payable are June 15 and December 15, commencing on June 15,
2008. The Regular Record Dates for the interest payable on the 2037 Notes
on any Interest Payment Date shall be June 1 or December 1, as the
case may be, immediately preceding such Interest Payment Date.


 


SECTION 104        Additional Amounts.


 


Additional Amounts with
respect to the 2037 Notes of each series shall be payable in accordance
with the provisions and in the amounts set forth under the caption “Tax
Additional Amounts” in the 2037 Notes of such series and in accordance
with the provisions of the Indenture.


 


SECTION 105        Denominations.


 


The 2037 Notes shall
be in fully registered form without coupons in denominations of $1,000 of
Principal Amount or any integral multiple thereof.


 


SECTION 106        Place of Payment.


 


The Place of Payment for
the 2037 Notes and the place or places where the principal of and interest
on the 2037 Notes shall be payable, the 2037 Notes may be surrendered
for registration of transfer, the 2037 Notes may be surrendered for
exchange, repurchase, redemption or conversion and where notices may be given
to the Company in respect of the 2037 Notes is at the office or agency of
the Trustee in Fort Worth, Texas; provided that
payment of interest may be made at the option of the Company by check mailed to
the address of the person entitled thereto as such address shall appear in the
Security Register (as defined in the Indenture) or by wire transfer of
immediately available funds to the accounts in the United States specified by
the Holder of such 2037 Notes.


 


3

















 


SECTION 107        Redemption.


 


(a)           There shall be no sinking fund for
the retirement of the 2037 Notes.


 


(b)           The Company, at its option, may
redeem the 2037 Notes of each series in accordance with the provisions of
and at the Redemption Prices set forth under the captions “Optional Redemption”
and “Notice of Redemption” in the 2037 Notes of such series and in
accordance with the provisions of the Indenture, including, without limitation,
Article Three.


 


SECTION 108        Conversion.


 


The 2037 Notes of
each series shall be convertible in accordance with the provisions and at the
Conversion Rate set forth under the caption “Conversion” in the 2037 Notes
of such series and in accordance with the provisions of the Indenture,
including, without limitation, Article Eleven.


 


SECTION 109        Maturity.


 


The date on which the
principal of the 2037 Notes is payable, unless accelerated pursuant to the
Indenture, shall be December 15, 2037.


 


SECTION 110        No Defeasance.


 


Sections 8.01(b) and
8.01(c) of the Indenture shall not apply to any series of the 2037 Notes.


 


SECTION 111        Repurchase.


 


(a)           The 2037 Notes of each series
shall be repurchased by the Company in accordance with the provisions and at
the Repurchase Prices set forth under the caption “Repurchase by the Company at
the Option of the Holder” in the 2037 Notes of such series and in
accordance with the provisions of the Indenture, including, without limitation,
Article Twelve.


 


(b)           The Company, at the option of the
Holders thereof, shall purchase the 2037 Notes of each series at the
Fundamental Change Purchase Price set forth under the caption “Purchase of
Securities at Option of Holder Upon a Fundamental Change” in the
2037 Notes of such series and in accordance with the provisions of the
Indenture, including, without limitation, Sections 3.12 through 3.18. For the
avoidance of doubt, such a purchase of the 2037 Notes shall not be deemed a
redemption under the provisions of Sections 3.01 to 3.11 of the Indenture.


 


SECTION 112        Other Terms of
2037 Notes.


 


Without limiting the
foregoing provisions of this Article One, the terms of the Series A 2037 Notes
shall be as set forth in the form of Series A 2037 Notes set
forth in Annex A hereto, the terms of the Series B 2037 Notes
shall be as set forth in the form of Series B 2037 Notes set
forth in Annex B hereto and the terms of the Series C 2037 Notes
shall be as set forth in the form of Series C 2037 Notes set
forth in Annex C hereto, and in each case as provided in the Indenture.


 


4

















 


ARTICLE TWO



AMENDMENTS TO THE INDENTURE


 


The amendments contained
herein shall apply to 2037 Notes only and not to any other series of
Security issued under the Indenture and any covenants provided herein are
expressly being included solely for the benefit of the 2037 Notes. These
amendments shall be effective for so long as there remain any 2037 Notes
of any series Outstanding.


 


SECTION 201        Definitions.


 


Section 1.01 of the
Indenture is amended by inserting or restating, as the case may be, in their
appropriate alphabetical position, the following definitions:


 


“Additional Interest” has
the meaning specified in Section 6.01.


 


“Additional Shares” has
the meaning specified in Section 11.02.


 


“Bid Solicitation Agent”
means the Trustee or, if so appointed, a Company-appointed agent that performs
calculations as set forth in the form of Series A 2037 Notes,
form of Series B 2037 Notes and form of Series C 2037 Notes
attached hereto as Annex A, Annex B and Annex C, respectively.


 


“Capital Stock” or “capital
stock” of any Person means any and all shares, interests, partnership
interests, participations, rights or other equivalents (however designated) of
such Person’s equity interest (however designated) issued by that Person.


 


“Company Notice” shall
have the meaning specified in Section 12.02.


 


“Conversion Agent” shall
be the agent specified in Section 101.


 


“Conversion Date” has the
meaning specified in Section 11.03.


 


“Conversion Obligation”
has the meaning specified in Section 11.02.


 


“Conversion
Period” means (i) with respect to any Conversion Date occurring on or
after the later of (A) the 25th scheduled Trading Day prior to
a redemption date for the 2037 Note surrendered for conversion and (B) the
date on which a notice of redemption has been issued pursuant to Section 3.12
with respect to a redemption date for the 2037 Note surrendered for conversion,
the 20 consecutive VWAP Trading Day period beginning on the scheduled Trading
Day immediately following such redemption date, (ii) with respect to any
Conversion Date occurring on or after the 25th scheduled Trading Day
prior to the Stated Maturity of the 2037 Note, the 20 consecutive VWAP
Trading Day period beginning on, and including, the 22nd  scheduled Trading Day prior to the Stated
Maturity of the 2037 Note and (iii) in all other cases, the
20 consecutive VWAP Trading Day period beginning on the third VWAP Trading
Day after the Conversion Date.


 


“Conversion
Proceeds” has the meaning specified in Section 11.01.


 


5

















 


“Conversion Rate” means
5.9310, subject to adjustment pursuant to Sections 11.02 and 11.07 hereof;


 


“Current Market Price”
has the meaning specified in Section 11.07(f).


 


“Daily Cash Amount” means
$50.00.


 


“Daily
Conversion Value Amount” means, for each VWAP Trading Day of the Conversion
Period, the amount equal to 1/20th of the product of (a) the
VWA Price on such VWAP Trading Day, and (b) the Conversion Rate in effect
on such VWAP Trading Day.


 


“Daily
Settlement Amount” for each of the VWAP Trading Days of the relevant Conversion
Period means the sum of:


 


(A) an
amount of cash equal to the lesser of (1) the Daily Cash Amount and (2) the
Daily Conversion Value Amount relating to such VWAP Trading Day, and


 


(B) if
such Daily Conversion Value Amount exceeds the Daily Cash Amount, the Daily
Share Amount for such VWAP Trading Day.


 


“Daily
Share Amount” means, for each VWAP Trading Day of the Conversion Period, a
number of Ordinary Shares (but in no event less than zero) determined by the
following formula:


 


 


	
  (

  	
  (VWA Price
  on such VWAP Trading Day  ́
  Conversion Rate) – $1,000

  	
  )

  
	
  VWA Price on
  such VWAP Trading Day x 20

  



 


“Effective Date” means
the date on which a Fundamental Change occurs or becomes effective.


 


“Expiration Date” has the
meaning specified in Section 11.07(e).


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor statute.


 


“Ex-dividend Date” means (i) with
respect to any issuance or distribution, the first date on which the Ordinary
Shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such issuance or distribution, (ii) with
respect to any subdivision or combination of Ordinary Shares, the first date on
which the Ordinary Shares trade regular way on such exchange or in such market
after the time at which such subdivision or combination thereof become
effective, and (iii) with respect to any tender offer, the first date on
which the Ordinary Shares trade regular way on such exchange or market after
the Expiration Date of such offer.


 


“Fundamental Change” has
the meaning specified in Section 3.12.


 


“Fundamental Change
Purchase Date” has the meaning specified in Section 3.12.


 


“Fundamental Change
Purchase Notice” has the meaning specified in Section 3.12.


 


6

















 


“Fundamental Change
Purchase Price” has the meaning specified in Section 3.12.


 


“Global Securities” has
the meaning specified in Section 101.


 


“Issue Date” of any
2037 Note means the date on which the 2037 Note was originally issued
or deemed issued as set forth on the face of the 2037 Note.


 


“Issue Price” of any
2037 Note means, in connection with the original issuance of such
2037 Note, the initial issue price at which the 2037 Note is sold as
set forth on the face of the 2037 Note.


 


“Last Reported Sale Price”
on any date means the
closing sale price per Ordinary Share (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 New York Stock Exchange or, if the Ordinary Shares are not
listed on the New York Stock Exchange, as reported in composite transactions
for the principal U.S. securities exchange on which the Ordinary Shares are
traded or, if the Ordinary Shares are not traded on such an exchange, the
market value of an Ordinary Share as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.


 


“Merger Agreement” means
that certain Agreement and Plan of Merger, dated as of July 21, 2007 among
the Company, Transocean Worldwide Inc. and GlobalSantaFe Corporation.


 


“Ordinary Shares” means
any stock of any class of the Company (including, without limitation, the
Company’s ordinary shares of a nominal or par value of $0.01 per share) which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Company and which is not subject to redemption by the Company.


 


“Outstanding”, when used
with respect to Securities, means, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture,
except:


 


(i)            Securities theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation;


 


(ii)           Securities for whose payment,
repurchase or redemption money or Ordinary Shares in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities; 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;


 


(iii)          Securities which have been cancelled
pursuant to Section 2.13 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held
by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; and


 


7

















 


(iv)          2037 Notes converted for cash and
Ordinary Shares, if any, pursuant to Article Eleven;


 


provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of 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 or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


 


“Principal Amount” of a
2037 Note means the Principal Amount as set forth on the face of the
2037 Note.


 


“Reference Property” has
the meaning specified in Section 11.11.


 


“Reorganization Event”
has the meaning specified in Section 11.11.


 


“Repurchase Date” has the
meaning specified in Section 12.01.


 


“Repurchase Notice” has
the meaning specified in Section 12.01.


 


“Repurchase Price” has
the meaning specified in Section 12.01.


 


“Securities” has the
meaning stated in the first recital of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture,
including 2037 Notes.


 


“Securities Act” means
the Securities Act of 1933, as amended, or any successor statute.


 


“Series A 2037 Notes”
has the meaning specified in Section 101.


 


“Series B 2037 Notes”
has the meaning specified in Section 101.


 


“Series C 2037 Notes”
has the meaning specified in Section 101.


 


“Share Price” means the
average of the Last Reported Sale Prices of the Ordinary Shares over a
10 Trading Day period ending on the Trading Day immediately preceding the
Effective Date; provided, however,
that if holders of Ordinary Shares receive only cash consideration for their
Ordinary Shares in connection with such Fundamental Change, then the Share
Price will be the cash amount paid per Ordinary Share.


 


“Spin-off” has the
meaning specified in Section 11.07(c).


 


8

















 


“Spin-off Valuation
Period” has the meaning specified in Section 11.07(c).


 


“Tax Additional Amounts”
has the meaning specified in Section 2.18.


 


“Taxing Jurisdiction” has
the meaning specified in Section 2.18.


 


“Termination of Trading”
has the meaning specified in Section 3.12.


 


“Trading Day” means a day
during which trading in securities generally occurs on the New York Stock
Exchange or, if the Ordinary Shares are not listed on the New York Stock
Exchange, on the principal other national or regional securities exchange on
which the Ordinary Shares are then listed or, if the Ordinary Shares are not
listed on a national or regional securities exchange, on the National
Association of Securities Dealers Automated Quotation System or, if the
Ordinary Shares are not quoted on the National Association of Securities
Dealers Automated Quotation System, on the principal other market on which the
Ordinary Shares are then traded.


 


“Trading Price” has the
meaning specified in the form of Series A 2037 Notes, form of Series B 2037 Notes
and form of Series C 2037 Notes attached hereto as Annex A,
Annex B and Annex C, respectively.


 


“Trading Price Condition”
has the meaning specified in the form of Series A 2037 Notes,
form of Series B 2037 Notes and form of Series C 2037 Notes
attached hereto as Annex A, Annex B and Annex C, respectively.


 


“Triggering Distribution”
has the meaning specified in Section 11.07(d).


 


“Trigger Event” has the
meaning specified in Section 11.07(c).


 


“Unissued Shares” has the
meaning specified in Section 3.12(a).


 


“2037 Notes” has the
meaning specified in Section 101.


 


“Voting Stock” means any
class or classes of Capital Stock pursuant to which the holders thereof under
ordinary circumstances have the power to vote in the election of the board of
directors, managers or trustees of any Person (or other Persons performing
similar functions), 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.


 


“VWA Price” means, for
each of the 20 consecutive VWAP Trading Days during the Conversion Period, the
per share volume-weighted average price of the Ordinary Shares as displayed
under the heading “Bloomberg VWAP” on Bloomberg page RIG.N <equity>
AQR (or any equivalent successor page, or, if no such page is available,
any other equivalent publication) in respect of the period from the scheduled
open of trading on the principal securities exchange or trading market for the
Ordinary Shares to the scheduled close of trading on such exchange or market on
such VWAP Trading Day or, if such volume-weighted average price is unavailable,
the market value of one Ordinary Share on such VWAP Trading Day using a
volume-weighted method as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.


 


9

















 


“VWAP Market Disruption
Event” means (1) a failure by the principal securities exchange or trading
market on which the Ordinary Shares are listed or admitted to trading to open
for trading during its regular trading session or (2) the occurrence or
existence prior to 1:00 p.m. on any scheduled Trading Day for Ordinary
Shares for an aggregate one half-hour period of any suspension or limitation
imposed on trading (by reason of movements in price exceeding limits permitted
by the stock exchange or otherwise) in the Ordinary Shares or in any options
contracts or futures contracts relating to the Ordinary Shares.


 


“VWAP Trading Day” means
a day during which (1) trading in the Ordinary Shares generally occurs on
the principal securities exchange or trading market on which the Ordinary
Shares are listed or admitted for trading and (2) there is no VWAP Market
Disruption Event. If the Ordinary Shares are not so listed or traded, then VWAP
Trading Day means a Business Day.


 


“Withholding Tax” has the
meaning specified in Section 2.18.


 


SECTION 202        Mutilated, Destroyed,
Lost and Stolen Securities.


 


The Indenture shall be
amended by replacing the second sentence of Section 2.09 with the
following sentence:


 


If 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 upon a Fundamental Change pursuant to Article Three
or purchased by the Company on a Repurchase Date pursuant to Article Twelve,
the Company in its discretion may, instead of issuing a new Security, pay such
Security.


 


SECTION 203        Payment of Interest;
Interest Rights Preserved.


 


The Indenture shall be
amended by inserting the following paragraph before the final paragraph in Section 2.14:


 


In the case of any 2037 Note or portion thereof
which is surrendered for conversion after the close of business on the Regular
Record Date immediately preceding any Interest Payment Date and prior to the
opening of business on such next succeeding Interest Payment Date, interest
whose Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that 2037 Note is registered at the close of business
on such Regular Record Date; provided, however, that such payment of interest shall be subject to
the payment to the Company by the Holder of such 2037 Note or portion
thereof surrendered for conversion (such payment to accompany such surrender)
of an amount equal to the amount of such interest; provided,
further, that no such payment need be made (1) if the Company
has specified a Fundamental Change Purchase Date following a Fundamental Change
that is after the Regular Record Date and on or prior to the next succeeding
Interest Payment Date, (2) only to the extent of overdue interest, if any
overdue interest exists at the date of conversion with respect to a 2037 Note, (3) if
the 2037 Note is surrendered for conversion after the 


 


10

















 


Regular Record Date
immediately preceding the Stated Maturity of the 2037 Note, or (4) if the
2037 Note is surrendered in connection with a call for redemption with a
Redemption Date that is after the Regular Record Date and on or prior to the
next succeeding Interest Payment Date. Except as otherwise provided in the
immediately preceding sentence, in the case of any 2037 Note which is
converted, interest whose Stated Maturity is after the date of conversion of
such 2037 Note shall not be payable.


 


SECTION 204        Unconditional Right of Holders to
Receive Principal and Interest.


 


Section 6.07 of the
Indenture shall be amended by replacing that section with the following:


 


Section 6.07.          Unconditional
Right of Holders to Receive Principal, Interest and Tax Additional Amounts.


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on and Tax
Additional Amounts, if any, with respect to such Security on the Stated
Maturity or Maturities expressed in such Security (or in the case of
redemption, to receive the Redemption Price on the Redemption Date, in the case
of a repurchase, to receive the Repurchase Price on the Repurchase Date, or in
the case of a Fundamental Change, to receive the Fundamental Change Purchase
Price on the Fundamental Change Purchase Date) and to institute suit for the
enforcement of any such payment on or after such respective dates, and such
rights shall not be impaired without the consent of such Holder.


 


SECTION 205                        Consolidation,
Merger and Sale; Limitation on Mergers and Consolidations.


 


(a)           The Indenture shall be amended by
inserting “and shall have provided for conversion rights in accordance with Section 11.11”
at the end of Section 5.01(1).


 


(b)           Section 5.01 shall be amended by
inserting the following paragraph immediately following paragraph (1) therein
and changing paragraphs (2) and (3) therein to (3) and (4) therein,
respectively:


 


(2) the successor (if any) is organized under the
laws of the Cayman Islands, Bermuda, the British Virgin Islands or the United
States or any State thereof (including the District of Columbia);


 


SECTION 206        Supplemental
Indentures Without Consent of Holders.


 


Section 9.01 of the
Indenture shall be amended by inserting the following paragraph:


 


(12)         to
make provision with respect to the conversion rights, if any, to Holders of
2037 Notes pursuant to the requirements of Article Eleven hereof, 


 


11

















 


provided that no such
provisions shall adversely affect the rights of any Holder of a 2037 Note in
any material respect.


 


SECTION 207        Supplemental Indenture
with Consent of Holder.


 


The Indenture shall be
amended by inserting “, or adversely affect the right to convert any
2037 Note as provided in Article Eleven, or adversely affect the
right to require the Company to repurchase the 2037 Notes as provided in Article Twelve.”
at the end of Section 9.02(3).


 


SECTION 208        Maintenance of Office
or Agency.


 


The first paragraph of Section 4.02
of the Indenture is amended by changing the first paragraph thereof to read in
its entirety as follows:


 


The Company will maintain in each Place of Payment for
any series of Securities an office or agency (which may be an office of the Trustee,
the Registrar or the Paying Agent) where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where 2037 Notes may
be surrendered for conversion and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. Unless otherwise designated by the Company by written notice to the
Trustee, such office or agency shall be the office of the Trustee at 201 Main
Street, Corporate Trust Department, 3rd Floor, Fort Worth, Texas
76102. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. 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 Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


SECTION 209        Tax Additional
Amounts.


 


Article Two shall be
amended by adding the following section:


 


Section 2.18           Tax Additional Amounts.


 


The Company shall pay any amounts due with respect to
the payments on the 2037 Notes without deduction or withholding for any
and all present and future withholding taxes, levies, imposts and charges
(each, a “Withholding Tax”) imposed by or for the account of the Cayman Islands
or any other jurisdiction in which the Company is resident for tax purposes or
any political subdivision or taxing authority of such jurisdiction (the “Taxing
Jurisdiction”), unless such withholding or deduction is required by law. If
such deduction or withholding is at any time required, the Company will
(subject to compliance by such Holder with any relevant administrative
requirements) pay each Holder such additional 


 


12

















 


amounts (“Tax Additional
Amounts”) as will result in such Holders receipt of such amounts as it would
have received had no such withholding or deduction been required.


 


If the Taxing Jurisdiction requires the Company to
deduct or withhold any Withholding Tax, the Company will (subject to compliance
by a Holder with any relevant administrative requirements) pay such Tax
Additional Amounts in respect of principal amount, Redemption Price, Repurchase
Price and interest (if any) in accordance with the terms of the 2037 Notes
and the Indenture; provided, however, that the foregoing shall not apply to:


 


(a)           any
Withholding Tax which would not be payable or due but for the fact that (1) the
Holder of a 2037 Note (or a fiduciary, settlor, beneficiary of, member or
shareholder of, such Holder, if such Holder is an estate, trust, partnership or
corporation) is a domiciliary, national or resident of, or engaging in business
or maintaining a permanent establishment or being physically present in, the
Taxing Jurisdiction or otherwise having some present or former connection with
the Taxing Jurisdiction other than the holding or ownership of the
2037 Note or the collection of principal amount, Redemption Price,
Repurchase Price and Interest (if any), in accordance with the terms of the
2037 Note and the Indenture or the enforcement of the 2037 Note or (2) where
presentation is required, the 2037 Note was presented more than 30 days
after the date such payment became due or was provided for, whichever is later;


 


(b)           any
Withholding Tax attributable to any estate, inheritance, gift, sales, transfer,
excise, personal property or similar tax, levy, impost or charge;


 


(c)           any
Withholding Tax attributable to any tax, levy, impost or charge which is
payable otherwise than by withholding from payment of principal amount,
Redemption Price, Repurchase Price and interest (if any);


 


(d)           any
Withholding Tax which would not have been imposed but for the failure to comply
with certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connections with the
relevant tax authority of the Holder or beneficial owner of the 2037 Note,
if this compliance is required by statute or by regulation as a precondition to
relief or exemption from such Withholding Tax;


 


(e)           to
the extent a Holder is entitled to a refund or credit in such Taxing
Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; or


 


(f)            any
combination of the instances described in (a) through (e).


 


With respect to Section 2.18(e), in the absence
of evidence satisfactory to the Company, the Company may conclusively presume
that a Holder of a 2037 Note is entitled to a refund or credit of all
amounts required to be withheld. The Company shall not be required to pay any
Tax Additional Amounts to any 


 


13

















 


Holder of a 2037 Note who
is a fiduciary or partnership or other than the sole beneficial owner of the
2037 Note to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member of such partnership or a beneficial owner thereof, would
not have been entitled to the payment of such Tax Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of the
2037 Note.


 


SECTION 210        Redemption.


 


Article Three shall
be amended by inserting the following sections 3.12 through 3.18:


 


Section 3.12           Purchase of Securities at
Option of the Holder Upon Fundamental Change


 


(a)           If
at any time that 2037 Notes remain Outstanding there shall occur a
Fundamental Change, 2037 Notes shall be purchased by the Company at the
option of the Holders thereof as of a date selected by the Company that is not
less than 20 and not more than 35 days after the occurrence of the Fundamental
Change (or longer period if required by applicable law) (the “Fundamental
Change Purchase Date”) at a purchase price equal to the Principal Amount plus
accrued and unpaid interest up to but excluding the Fundamental Change Purchase
Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or
on behalf of any Holder of the requirements set forth in subsection (c) of
this Section 3.12; provided that
if the Fundamental Change Purchase Date is after a Regular Record Date and on
or prior to the next succeeding Interest Payment Date, the interest will be
paid on the Interest Payment Date to the holder of record on such Regular
Record Date and will not be included in the Fundamental Change Purchase Price.


 


A “Fundamental Change” shall be deemed to have
occurred if any of the following occurs after the Issue Date:


 


(i) any “person” or “group” (as such terms are
defined below) (A) becomes the “beneficial owner” (as defined below),
directly or indirectly, of shares of Voting Stock of the Company representing
50% or more of the total voting power of all outstanding classes of Voting
Stock of the Company or (B) has the power, directly or indirectly, to
elect a majority of the members of the Board of Directors of the Company; provided, however, that the rights to designate directors
pursuant to the Merger Agreement shall be disregarded for purposes of this
provision;


 


(ii) the Company consolidates with, or merges
with or into, another person or the Company sells, assigns, conveys, transfers,
leases or otherwise disposes of all or substantially all of the consolidated
assets of the Company, or any person consolidates with, or merges with or into,
the Company, or the Company completes a scheme of arrangement qualifying as an
amalgamation under Cayman Islands law with another Person;


 


14

















 


(iii) the Ordinary Shares, or shares of common
stock, American Depository Receipts or equivalent capital stock in respect of
Ordinary Shares into which the 2037 Notes are convertible pursuant to the
provisions of Article Eleven are not listed for trading on the New York
Stock Exchange or the Nasdaq Global Select Market, or any successor to any such
market, that may exist from time to time, for a period of 20 consecutive
Trading Days (a “Termination of Trading”); or


 


(iv) the Company is liquidated or dissolved or
holders of Ordinary Shares approve any plan or proposal for the Company’s
liquidation or dissolution.


 


Also, notwithstanding the foregoing, a consolidation,
merger, scheme of arrangement or disposition of all or substantially all of the
consolidated assets of the Company will not constitute a Fundamental Change
(and a change in or acquisition of beneficial ownership or power to elect a
majority of the Board of Directors, Termination of Trading or liquidation or
dissolution, in each case arising out of such a consolidation, merger, scheme
of arrangement or disposition of all or substantially all of the Company’s
consolidated assets, will not constitute a fundamental change) if (A) the
persons that beneficially own Voting Stock in the Company immediately prior to
the relevant transaction beneficially own shares with a majority of the total
voting power of all outstanding Voting Stock of the surviving or transferee
person or the parent entity thereof, (B) the Ordinary Shares, shares of
common stock, American Depositary Receipts or equivalent capital stock in
respect of Ordinary Shares (in the event the Company is a surviving entity in
the transaction) or of such successor or transferee person or parent entity
thereof are listed for trading on the New York Stock Exchange or the
Nasdaq Global Select Market, or any successor to any such market that may exist
from time to time, immediately following such transaction, and (C) as a
result of such transaction, the 2037 Notes are or become convertible, upon
the satisfaction of the conditions for conversion and actual conversion in
accordance with the terms of the 2037 Notes, into such Ordinary Shares,
shares of common stock of the Company or equivalent capital stock of the
Company or such successor or transferee person or parent entity thereof.


 


Notwithstanding the foregoing, it will not constitute
a Fundamental Change if at least 90% of the consideration for the Ordinary
Shares (excluding cash payments for fractional shares) in the transaction or
transactions constituting the Fundamental Change consists of common stock,
ordinary shares, American Depository Receipts or equivalent capital stock
traded on the New York Stock Exchange or the Nasdaq Global Select Market, or
any successor to any such market, or which will be so traded when issued or
exchanged in connection with the Fundamental Change, and as a result of such
transaction or transactions the 2037 Notes become convertible, upon the
satisfaction of the conditions for conversion and actual conversion in
accordance with the terms of the 2037 Notes, into such common stock,
ordinary shares, American Depository Receipts or equivalent capital stock.


 


15

















 


For the purpose of the definition of “Fundamental
Change”, (i) “person” and “group” have the meanings given such terms under
Section 13(d) and 14(d) of the Exchange Act or any successor
provision to either of the foregoing, and the term “group” includes any group acting
for the purpose of acquiring, holding or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
provision thereto), (ii) a “beneficial owner” shall be determined in
accordance with Rule 13d-3 under the Exchange Act, as in effect on December 11,
2007, except that the number of shares of Voting Stock of the Company shall be
deemed to include, in addition to all outstanding shares of Voting Stock of the
Company and Unissued Shares deemed to be held by the “person” or “group” (as
such terms are defined above) or other person with respect to which the
Fundamental Change determination is being made, all Unissued Shares deemed to
be held by all other persons, and (iii) the terms “beneficially owned” and
“beneficially own” shall have meanings correlative to that of “beneficial owner”.
The term “Unissued Shares” means shares of Voting Stock not outstanding that
are subject to options, warrants, rights to purchase or conversion privileges
exercisable within 60 days of the date of determination of a Fundamental
Change.


 


(b)           Within
15 Business Days after the occurrence of a Fundamental Change described in
subsection (a)(ii) or (a)(iv) of Section 3.12 and, in the case
of a Fundamental Change described in subsection (a)(i) or (a)(iii) of
Section 3.12, no later than the later of (x) one business day
following the Effective Date or (y) two business days following the date
on which officers of the Company first learned of such Fundamental Change
following the Effective Date of such Fundamental Change, the Company shall mail
a written notice of the Fundamental Change to the Trustee and to each Holder.
The notice shall include the form of a Fundamental Change Purchase Notice to be
completed by the Holder and shall state:


 


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


 


(2)           the
date by which the Fundamental Change Purchase Notice pursuant to this Section 3.12
must be given;


 


(3)           the
Fundamental Change Purchase Date;


 


(4)           the
Fundamental Change Purchase Price;


 


(5)           briefly,
the conversion rights of the 2037 Notes;


 


(6)           the
name and address of each Paying Agent and Conversion Agent;


 


(7)           the
Conversion Rate and any adjustments thereto (including the adjustment for any
Additional Shares);


 


16

















 


(8)           that
2037 Notes as to which a Fundamental Change Purchase Notice has been given
may be converted pursuant to Article Eleven only to the extent that the
Fundamental Change Purchase Notice has been withdrawn in accordance with the
terms of this Indenture;


 


(9)           the
procedures that the Holder must follow to exercise rights under this Section 3.12;


 


(10)         the
procedures for withdrawing a Fundamental Change Purchase Notice, including a
form of notice of withdrawal; and


 


(11)         that
the Holder must satisfy the requirements set forth in the 2037 Notes in
order to convert the 2037 Notes.


 


If any of the 2037 Notes is in the form of a
Global Security, then the Company shall modify such notice to the extent necessary
to accord with the procedures of the Depositary applicable to the repurchase of
Global Securities.


 


(c)           A
Holder may exercise its rights specified in subsection (a) of this Section 3.12
upon delivery of a written notice (which shall be in substantially the form
included as an attachment to the Security and which may be delivered by letter,
overnight courier, hand delivery, facsimile transmission or in any other
written form) of the exercise of such rights (a “Fundamental Change Purchase
Notice”) to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Fundamental Change Purchase Date.


 


The delivery of such 2037 Note to any Paying
Agent (together with all necessary endorsements) at the office of such Paying
Agent shall be a condition to the receipt by the Holder of the Fundamental
Change Purchase Price therefor.


 


The Company shall purchase from the Holder thereof,
pursuant to this Section 3.12, a portion of a 2037 Note 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 purchase of all of a 2037 Note
pursuant to Sections 3.12 through 3.18 also apply to the purchase of such
portion of such 2037 Note.


 


Notwithstanding anything herein to the contrary, any
Holder delivering to a Paying Agent the Fundamental Change Purchase Notice
contemplated by this subsection (c) shall have the right to withdraw such
Fundamental Change Purchase Notice in whole or in a portion thereof that is a
Principal Amount of $1,000 or in an integral multiple thereof at any time prior
to the close of business on the Business Day next preceding the Fundamental
Change Purchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 3.13.


 


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


 


17
















 


Anything herein to the contrary notwithstanding, in
the case of Global Securities, any Fundamental Change Purchase Notice may be
delivered or withdrawn and such 2037 Notes may be surrendered or
delivered for purchase in accordance with the applicable procedures of the
Depositary as in effect from time to time.


 


Section 3.13                                Effect of Fundamental Change Purchase Notice


 


Upon receipt by any Paying Agent of the Fundamental
Change Purchase Notice specified in Section 3.12(c), the Holder of the
2037 Note in respect of which such Fundamental Change Purchase Notice was
given shall (unless such Fundamental Change Purchase Notice is withdrawn as
specified below) thereafter be entitled to receive the Fundamental Change
Purchase Price with respect to such 2037 Note. Such Fundamental Change
Purchase Price shall be paid to such Holder promptly following the later of (a) the
Fundamental Change Purchase Date with respect to such 2037 Note (provided
the conditions in Section 3.12(c) have been satisfied) and (b) the
time of delivery of such 2037 Note to a Paying Agent by the Holder thereof
in the manner required by Section 3.12(c). 2037 Notes in respect of
which a Fundamental Change Purchase Notice has been given by the Holder thereof
may not be converted into Ordinary Shares on or after the date of the
delivery of such Fundamental Change Purchase Notice unless such Fundamental
Change Purchase Notice has first been validly withdrawn.


 


A Fundamental Change Purchase Notice may be
withdrawn by means of a written notice (which may be delivered by letter,
overnight courier, hand delivery, facsimile transmission or in any other
written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary’s customary
procedures) of withdrawal delivered by the Holder to a Paying Agent at any time
prior to the close of business on the Business Day immediately preceding the
Fundamental Change Purchase Date, specifying the Principal Amount of the
Security or portion thereof (which must be a Principal Amount of $1,000 or an
integral multiple of $1,000 in excess thereof) with respect to which such
notice of withdrawal is being submitted.


 


Section 3.14                                Deposit of Fundamental Change Purchase Price


 


On or before 11:00 a.m. New York City time
on the Fundamental Change Purchase Date, the Company shall deposit with the
Trustee or with a Paying Agent (other than the Company or an Affiliate of the
Company) an amount of money (in immediately available funds if deposited on
such Fundamental Change Purchase Date) sufficient to pay the aggregate
Fundamental Change Purchase Price of all the 2037 Notes or portions
thereof that are to be purchased as of such Fundamental Change Purchase Date.
The manner in which the deposit required by this Section 3.14 is made by
the Company shall be at the option of the Company, provided
that such deposit shall be made in a manner such that the Trustee or a Paying
Agent shall have immediately available funds on the Fundamental Change Purchase
Date.


 


18

















 


If a Paying Agent holds, in accordance with the terms
hereof, money sufficient to pay the Fundamental Change Purchase Price of any
2037 Note for which a Fundamental Change Purchase Notice has been tendered
and not withdrawn in accordance with this Indenture then, on the Fundamental
Change Purchase Date, such 2037 Note will cease to be Outstanding and the
rights of the Holder in respect thereof shall terminate (other than the right
to receive the Fundamental Change Purchase Price as aforesaid). The Company
shall publicly announce the Principal Amount of 2037 Notes purchased as a
result of such Fundamental Change on or as soon as practicable after the
Fundamental Change Purchase Date.


 


Section 3.15                                Securities Purchased In Part


 


Any 2037 Note that is to be purchased only in part shall
be surrendered at the office of a Paying Agent and promptly after the
Fundamental Change Purchase Date the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such 2037 Note, without
service charge, a new 2037 Note or 2037 Notes of the same series, of
such authorized denomination or denominations as may be requested by such
Holder, in aggregate Principal Amount equal to, and in exchange for, the
portion of the Principal Amount of the 2037 Note so surrendered that is
not purchased.


 


Section 3.16                                Compliance With Securities Laws Upon Purchase of Securities


 


In connection with any offer to purchase or purchase
of 2037 Notes under Section 3.12, the Company shall (a) comply
with Rule 13e-4 (or any successor to either such Rule), if applicable,
under the Exchange Act, (b) file the related Schedule TO (or any
successor or similar schedule, form or report) if required under the
Exchange Act, and (c) otherwise comply with all federal and state
securities laws in connection with such offer, all so as to permit the rights
of the Holders and obligations of the Company under Sections 3.12 through 3.18
to be exercised in the time and in the manner specified therein.


 


Section 3.17                                Repayment to the Company


 


To the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 3.14 exceeds the aggregate
Fundamental Change Purchase Price together with interest, if any, thereon of
the 2037 Notes or portions thereof that the Company is obligated to
purchase, then promptly after the Fundamental Change Purchase Date the Trustee
or a Paying Agent, as the case may be, shall return any such excess to the
Company.


 


Section 3.18                                No Purchase on Fundamental Change if Event of Default


 


There shall be no purchase of any 2037 Notes
pursuant to this Article Three if there has occurred (prior to, on or
after, as the case may be, the giving, by the Holders of such
2037 Notes, of the required Fundamental Change Purchase Notice) and is
continuing an Event of Default (other than a default in the payment


 


19

















 


of the Fundamental Change
Purchase Price with respect to such 2037 Notes). The Paying Agent will
promptly return to the respective Holders thereof any 2037 Notes (x) with
respect to which a Fundamental Change Purchase Notice has been withdrawn in
compliance with this Indenture, or (y) held by it during the continuance
of an Event of Default (other than a default in the payment of the Fundamental
Change Purchase Price with respect to such 2037 Notes) in which case, upon
such return, the Fundamental Change Purchase Notice with respect thereto shall
be deemed to have been withdrawn.


 


SECTION 211                       Conversion,
Repurchase.


 


The Indenture is amended
by adding the following Articles  Eleven and  Twelve to the
Indenture:


 


ARTICLE ELEVEN


 


CONVERSION


 


Section 11.01                          Conversion Privilege


 


2037 Notes shall be convertible in accordance
with their terms and in accordance with this Article.


 


A Holder of a 2037 Note may convert the
Principal Amount of such 2037 Note (or any portion thereof equal to a
Principal Amount of $1,000 or any integral multiple of a Principal Amount of
$1,000 in excess thereof) into, for each $1,000 Principal Amount of
2037 Notes converted, cash and Ordinary Shares, if any, equal to the sum of the Daily Settlement
Amounts (such sum, the “Conversion Proceeds”) for each of the 20 VWAP Trading
Days during the relevant Conversion Period, at any time during the
period set forth under the caption “Conversion” in the 2037 Notes of such series upon
the occurrence of any of the events set forth under the caption “Conversion” in
the 2037 Notes of each series, in amounts reflecting the Conversion Rate
then in effect; provided,
however, that the Company will pay cash
in lieu of fractional shares based upon the VWA Price on the last VWAP Trading
Day in the Conversion Period as described in Section 11.04.


 


If an event requiring an adjustment pursuant to Section 11.07
hereof occurs during the Conversion Period, the Company will make proportional
adjustments to the Daily Settlement Amount for each VWAP Trading Day during the
portion of the Conversion Period preceding the effective date of the adjustment
event.


 


In case a 2037 Note or portion thereof is called
for redemption pursuant to Article Three, such conversion right shall
terminate at the close of business on the Business Day immediately prior to the
earlier of (a) December 15, 2037 and (b) the date on which such
2037 Note (or portion thereof) is redeemed (unless the Company shall
default in making the redemption payment when due, in which


 


20

















 


case the conversion right
shall terminate at the close of business on the date such default is cured and
such 2037 Note is redeemed). Provisions of this Indenture that apply to
conversion of all of a 2037 Note also apply to conversion of a portion of
a 2037 Note.


 


A 2037 Note in respect of which a Holder has
delivered a Repurchase Notice or Fundamental Change Purchase Notice exercising
the option of such Holder to require the Company to purchase such
2037 Note, may be converted only if such notice of exercise is
withdrawn in accordance with the terms of the Indenture. A Holder of
2037 Notes entitled to receive any Ordinary Shares upon conversion of
2037 Notes is not entitled to any rights of a Holder of Ordinary Shares
until such Holder has converted its 2037 Notes to Ordinary Shares, and
only to the extent such 2037 Notes are deemed to have been converted into
Ordinary Shares pursuant to this Article Eleven.


 


Section 11.02                          Conversion Rate


 


(a)                                  If
the Effective Date (or anticipated Effective Date in the case of a transaction
described in subsection (a)(ii) of Section 3.12) of a
Fundamental Change occurs on or prior to December 20, 2010 in the case of
the Series A 2037 Notes, on or prior to December 20, 2011 in the
case of the Series B 2037 Notes, or on or prior to December 20,
2012 in the case of the Series C 2037 Notes, and a Holder elects to
convert 2037 Notes during the period commencing on such Effective Date (or
during the period commencing 15 days prior to the anticipated Effective Date in
the case of a transaction described in subsection (a)(ii) of Section 3.12)
and ending on the later of (A) the day before the Fundamental Change
Repurchase Date and (B) 30 days following the Effective Date (but in any
event prior to the close of business on the Business Day prior to the Stated
Maturity), the Conversion Rate applicable to each $1,000 Principal Amount of
2037 Notes so converted shall be increased by an additional number of
Ordinary Shares (the “Additional Shares”) as specified in subsection (ii) below;
provided that, in the case of a
transaction described in subsection (a)(ii) of Section 3.12, if
a Holder converts its 2037 Notes on or after the 15th day prior to the
anticipated Effective Date, and such Fundamental Change does not occur, such
Holder will not be entitled to an increased Conversion Rate as described in subsection (ii) of
this Section 11.02. The Company shall give written notice (the “Fundamental
Change Notice”) to all Holders and the Trustee of any such Fundamental Change
and the anticipated Effective Date, if applicable, and issue a press release
providing the same information no later than 15 days prior to the anticipated
Effective Date of a Fundamental Change described in subsection (a)(ii) or
(a)(iv) of Section 3.12 and, in the case of a Fundamental Change
described in subsection (a)(i) or (a)(iii) of Section 3.12,
no later than the later of (x) one business day following the Effective
Date or (y) two business days following the date on which officers of the
Company first learned of such Fundamental Change following the Effective Date
of such Fundamental Change. If a Fundamental Change does not occur as
anticipated, the Company shall issue a press release and notify Holders who
have elected to convert their 2037 Notes


 


21

















 


promptly after the
Company determines not to increase the Conversion Rate, and each such Holder may elect
to withdraw any election to convert by a written notice of withdrawal delivered
to the Conversion Agent within ten Business Days after the Company announces
that the Fundamental Change will not occur as anticipated.


 


(b)                                 The
number of Additional Shares by which the Conversion Rate will be increased
shall be determined by reference to the table attached as Schedule A
hereto, based on the Effective Date and the Share Price; provided,
however, that if the actual Share Price
is between two Share Prices in the table or the relevant 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 next higher and next lower Share Prices and the two
Effective Dates, as applicable, based on a 365-day year; and provided  further, however, that  (1) if
the Share Price is in excess of $500 per share, subject to adjustment as
described in subsection (c) of this Section 11.02, no Additional
Shares will be added to the Conversion Rate, and (2) if the Share Price is
less than $127.25 per share, subject to adjustment as described in subsection (c) of
this Section 11.02, no Additional Shares will be added to the Conversion
Rate. Notwithstanding the foregoing, in no event will the Conversion Rate
exceed 7.8585 per $1,000 Principal Amount of 2037 Notes, subject to
adjustment as described in Section 11.07.


 


(c)                                  The
Share Prices set forth in the first row of each table in Schedule A shall
be adjusted as of any date on which the Conversion Rate is adjusted. The
adjusted Share Prices shall equal the Share Prices applicable immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the
Conversion Rate in effect immediately prior to the Share Price adjustment and
the denominator of which is the Conversion Rate as so adjusted. The number of
Additional Shares within each table in Schedule A hereto shall be adjusted
in the same manner as the Conversion Rate as set forth in Section 11.07.


 


Section 11.03                          Conversion Procedure


 


To convert a 2037 Note, a Holder must satisfy the
requirements set forth under the caption “Conversion” in the 2037 Note. The
date on which the Holder satisfies all of those requirements is the “Conversion
Date.”  The Company shall deliver the
Conversion Proceeds to the Holder through a Conversion Agent on the third
Trading Day following the final VWAP Trading Day of the Conversion Period.
Anything herein to the contrary notwithstanding, in the case of Global
Securities, conversion notices may be delivered and such 2037 Notes may be
surrendered for conversion in accordance with the applicable procedures of the
Depositary as in effect from time to time. The Person in whose name any Ordinary
Shares are registered shall be deemed to be a shareholder of record on the
Conversion Date; provided, however,
that no surrender of a 2037 Note on any date when the stock transfer books
of the Company shall be closed shall be effective to constitute the Person or
Persons entitled to receive Ordinary Shares


 


22

















 


upon such conversion as
the record holder or holders of such Ordinary Shares on such date, but such
surrender shall be effective to constitute the Person or Persons entitled to
receive such Ordinary Shares as the record holder or holders thereof for all
purposes at the close of business on the next succeeding day on which such
stock transfer books are open; provided, further, that such conversion shall be at the Conversion
Rate in effect on the date that such 2037 Note shall have been surrendered
for conversion, as if the stock transfer books of the Company had not been
closed. Upon conversion of a 2037 Note, such Person shall no longer be a
Holder of such 2037 Note.


 


No payment or adjustment will be made for dividends
on, or other distributions with respect to, any Ordinary Shares except as
provided in this Article Eleven. On conversion of a 2037 Note,
accrued interest with respect to the converted 2037 Note shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through delivery of the Conversion Proceeds in
exchange for the 2037 Note being converted pursuant to the provisions hereof.


 


Upon surrender of a 2037 Note that is converted
in part, the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder, a new 2037 Note equal in Principal Amount to the
Principal Amount of the unconverted portion of the 2037 Note surrendered.


 


2037 Notes or portions thereof surrendered for
conversion after the close of business on any Regular Record Date immediately
preceding any Interest Payment Date and prior to the opening of business on
such Interest Payment Date shall (unless such 2037 Notes or portions
thereof have been called for redemption on a Redemption Date within such
period) be accompanied by payment to the Company or its order, in New York
Clearing House funds or other funds acceptable to the Company, of an amount equal
to the interest payable on such Interest Payment Date on the Principal Amount
of 2037 Notes or portions thereof being surrendered for conversion, and
such interest payable on such Interest Payment Date shall be payable to the
registered Holder notwithstanding the conversion of such 2037 Note; provided, however, that
no such payment need be made (1) if the Company has specified a
Fundamental Change Purchase Date following a Fundamental Change that is after
the Regular Record Date and on or prior to the next succeeding Interest Payment
Date, (2) only to the extent of overdue interest, if any overdue interest
exists at the date of conversion with respect to a 2037 Note, (3) if
the 2037 Note is surrendered for conversion after the Regular Record Date
immediately preceding the Stated Maturity of the 2037 Note, or (4) if
the 2037 Note is surrendered in connection with a call for redemption with
a Redemption Date that is after the Regular Record Date and on or prior to the
next succeeding Interest Payment Date. No other payments or adjustments for
interest, or any dividends with respect to any Ordinary Shares, will be made
upon conversion.


 


23

















 


Section 11.04                          Fractional Shares


 


The Company will not issue fractional Ordinary Shares
upon conversion of 2037 Notes. In lieu thereof, the Company will pay an
amount in cash based upon the VWA Price of the Ordinary Shares on the last VWAP
Trading Day in the Conversion Period.


 


Section 11.05                          Taxes on Conversion


 


If a Holder converts a 2037 Note, the Company
shall pay any documentary, stamp or similar issue or transfer tax due on the
issue of any Ordinary Shares upon such conversion. However, the Holder shall
pay any such tax which is due because the Holder requests the shares to be issued
in a name other than the Holder’s name. The Conversion Agent may refuse to
deliver the Ordinary Shares being issued in a name other than the Holder’s name
until the Conversion Agent receives a sum sufficient to pay any tax which will
be due because the shares are to be issued in a name other than the Holder’s
name. Nothing herein shall preclude any tax withholding required by law or
regulation.


 


Section 11.06                          Company to Provide Ordinary Shares


 


The Company shall, prior to the Issue Date, and from
time to time as may be necessary, reserve, out of its authorized but
unissued Ordinary Shares, a sufficient number of Ordinary Shares to permit the
delivery of Ordinary Shares upon conversion of all 2037 Notes. All
Ordinary Shares delivered upon conversion of the 2037 Notes, if any, shall
be newly issued shares, shall be duly authorized, validly issued, fully paid
and nonassessable and shall be free from preemptive rights and free of any lien
or adverse claim.


 


The Company will endeavor to comply promptly with all
federal and state securities laws regulating the registration of the offer and
delivery of Ordinary Shares to a converting Holder upon conversion of
2037 Notes, if any, and will list or cause to have quoted such Ordinary
Shares on each national securities exchange, over-the-counter market or such
other market on which the Ordinary Shares are then listed or quoted.


 


Section 11.07                          Adjustment of Conversion Rate


 


The Conversion Rate shall be adjusted from time to
time by the Company as follows:


 


(a)                                  In
case the Company shall (i) pay a dividend on its Ordinary Shares in
Ordinary Shares, (ii) make a distribution on its Ordinary Shares in
Ordinary Shares, (iii) subdivide its outstanding Ordinary Shares into a
greater number of shares, or (iv) combine its outstanding Ordinary Shares
into a smaller number of shares, the Conversion Rate in effect immediately
prior thereto shall be adjusted based on the following formula:


 


24

















 


	
   

  	
  CR1 = CR0

  	
  x

  	
  OS1

  	
   

  
	
   

  	
  OS0

  	
   

  



 


where


 


	
   

  	
   

  	
   

  	
   

  	
  CR0

  	
  =

  	
  the Conversion
  Rate in effect at the close of business immediately prior to the Ex-dividend
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CR1

  	
  =

  	
  the Conversion
  Rate in effect on the Ex-dividend Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  OS0

  	
  =

  	
  the number of
  Ordinary Shares outstanding at the close of business immediately prior to the
  Ex-dividend Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  OS1

  	
  =

  	
  the number of
  Ordinary Shares outstanding at the close of business immediately prior to the
  Ex-dividend Date, assuming, for this purpose only, the completion of the
  event immediately prior to the Ex-dividend Date

  



 


An adjustment made pursuant to this subsection (a) shall
become effective immediately prior to the opening of business on the
Ex-dividend Date.


 


(b)                                 In
case the Company shall issue rights or warrants to all or substantially all
holders of its Ordinary Shares entitling them (for a period expiring not more
than 60 days after such record date) to subscribe for or purchase Ordinary
Shares at a price per share less than the Current Market Price per Ordinary
Share (as determined in accordance with subsection (f) of this Section 11.07
on the record date for the determination of shareholders entitled to receive
such rights or warrants), the Conversion Rate in effect immediately prior
thereto shall be adjusted based on the following formula:


 


 


	
   

  	
  CR1 = CR0

  	
   ́

  	
  OS0 + X

  	
   

  
	
   

  	
  OS0 + Y

  	
   

  



 


where,


 


	
   

  	
   

  	
   

  	
   

  	
  CR0

  	
  =

  	
  the Conversion
  Rate in effect at the close of business immediately prior to the Ex-dividend
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CR1

  	
  =

  	
  the Conversion
  Rate in effect on the Ex-dividend Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  OS0

  	
  =

  	
  the number of
  Ordinary Shares outstanding at the 

  



 


25

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  close of
  business immediately prior to the Ex-dividend Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  X

  	
  =

  	
  the total number
  of Ordinary Shares issuable pursuant to such rights

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Y

  	
  =

  	
  the number of
  Ordinary Shares equal to the aggregate price payable to exercise such rights
  divided by the average of the Last Reported Sale Prices of the Ordinary
  Shares for the 10 consecutive Trading Days ending on the Business Day
  immediately preceding the announcement of the issuance of such rights

  



 


Any such adjustment made pursuant to this subsection (b) shall
be made successively whenever any such rights or warrants are issued, and shall
become effective immediately prior to the opening of business on the
Ex-dividend Date. If at the end of the period during which such rights or
warrants are exercisable not all rights or warrants shall have been exercised,
the adjusted Conversion Rate shall be immediately readjusted to what it would
have been based upon the number of additional Ordinary Shares actually issued.


 


(c)                                  In
case the Company shall distribute to all holders of Ordinary Shares any shares
of capital stock (other than dividends or distributions of Ordinary Shares on
Ordinary Shares to which Section 11.07(a) applies), evidences of
indebtedness or other assets (including securities of any Person other than the
Company, but excluding any distribution in connection with any liquidation,
dissolution or winding up and excluding all-cash distributions or any
distributions of any Ordinary Shares, rights or warrants referred to in
Sections 11.07(a) or 11.07(b)), then in each such case the Conversion
Rate shall be adjusted based on the following formula:


 


	
   

  	
  CR1 = CR0

  	
  x

  	
  SP0

  	
   

  
	
   

  	
  SP0 — FMV

  	
   

  



 


where,


 


	
   

  	
   

  	
   

  	
   

  	
  CR0

  	
  =

  	
  the Conversion
  Rate in effect at the close of business immediately prior to the Ex-dividend
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CR1

  	
  =

  	
  the Conversion
  Rate in effect on the Ex-dividend Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SP0

  	
  =

  	
  the Current
  Market Price

  



 


26

















 


	
   

  	
   

  	
   

  	
   

  	
  FMV

  	
  =

  	
  the fair market
  value (as determined by the Board of Directors, whose determination shall be
  conclusive evidence of such fair market value and which shall be evidenced by
  an Officers’ Certificate delivered to the Trustee) of the shares of capital
  stock, evidences of indebtedness or other assets distributed with respect to
  each outstanding Ordinary Share on the Ex-dividend Date for such distribution

  



 


With respect to an adjustment pursuant to this subsection (c),
where there has been a payment of a dividend or other distribution on the
Ordinary Shares of shares of capital stock of, or similar equity interests in,
a subsidiary or other business unit of the Company (a “Spin-off”), the
Conversion Rate will be adjusted based on the following formula:


 


	
   

  	
  CR1 = CR0

  	
  x

  	
  FMV0 + MP0

  	
   

  
	
   

  	
  MP0

  	
   

  



 


where,


 


	
   

  	
   

  	
   

  	
   

  	
  CR0

  	
  =

  	
  the Conversion
  Rate in effect at the close of business immediately prior to the end of the
  Spin-off Valuation Period

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CR1

  	
  =

  	
  the Conversion
  Rate in effect after the end of the Spin-off Valuation Period

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  FMV0

  	
  =

  	
  the average of
  the sale prices of the capital stock or similar equity interest distributed
  to holders of Ordinary Shares applicable to one Ordinary Share over the 10
  Trading Days commencing on and including the effective date of the spin-off
  (the “Spin-off Valuation Period”); provided
  that, in the case of any VWAP Trading Days within a Conversion Period that
  fall within such ten Trading Day period, in respect of any such VWAP Trading
  Day, the Spin-Off Valuation Period shall be deemed to include only those
  Trading Days falling on or between the effective date of such spin-off and
  such VWAP Trading Day. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  MP0

  	
  =

  	
  the average of
  the Last Reported Sale Prices of Ordinary Shares over the Spin-off Valuation
  Period

  



 


Any such adjustment made pursuant to this subsection (c) shall
be made successively whenever any such distribution is made and shall become
effective immediately prior to the opening of business on the Ex-dividend Date,
except that any such adjustment made with respect to a Spin-Off shall become
effective immediately after the end of the Spin-Off Valuation Period.


 


27

















 


For the avoidance of doubt, the adjustment in this Section 11.07(c) does
not apply to any distributions to the extent that the right to convert
2037 Notes has been changed into the right to convert into Reference
Property pursuant to Section 11.11 in respect of such distribution.


 


(d)                                 In
case the Company shall, by dividend or otherwise, at any time distribute (a “Triggering
Distribution”) to all or substantially all holders of its Ordinary Shares
all-cash distributions, excluding any distributions in connection with any
liquidation, dissolution or winding up, the Conversion Rate shall be adjusted
based on the following formula:


 


	
   

  	
  CR1 = CR0

  	
   ́

  	
  SP0

  	
   

  
	
   

  	
  SP0  - C

  	
   

  



 


where,


 


	
   

  	
   

  	
   

  	
   

  	
  CR0

  	
  =

  	
  the Conversion Rate in effect
  at the close of business immediately prior to the Ex-dividend Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CR1

  	
  =

  	
  the Conversion Rate in effect
  on the Ex-dividend Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SP0

  	
  =

  	
  the Current Market Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  C

  	
  =

  	
  the amount in cash per share
  the Company distributes to holders of Ordinary Shares (and for which no
  adjustment has been made)

  



 


Any such increase shall
become effective immediately prior to the opening of business on the
Ex-dividend Date.


 


For the avoidance of doubt, the adjustment in this Section 11.07(d) does
not apply to any distributions to the extent that the right to convert
2037 Notes has been changed into the right to convert into Reference
Property pursuant to section 11.11 in respect of such distribution.


 


(e)                                  In
case the Company or any of its Subsidiaries purchases all or any portion of the
Ordinary Shares pursuant to a tender offer, to the extent the cash and value of
any other consideration included in the payment per Ordinary Share exceeds the
Last Reported Sale Price on the Trading Day next succeeding the last date on
which tenders may be made pursuant to such tender offer (the “Expiration
Date”), the Conversion Rate shall be adjusted based on the following formula:


 


	
   

  	
  CR1 = CR0

  	
   ́

  	
  FMV0 + (SP1   ́
  OS1)

  	
   

  
	
   

  	
  OS0  ́
  SP1

  	
   

  



 


where,


 


28

















 


 


	
   

  	
   

  	
   

  	
   

  	
  CR0

  	
  =

  	
  the Conversion Rate in effect
  on the Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CR1

  	
  =

  	
  the Conversion Rate in effect
  immediately after the Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  FMV0

  	
  =

  	
  the fair market value (as
  determined by the Board of Directors, whose determination shall be conclusive
  evidence of such fair market value and which shall be evidenced by an
  Officers’ Certificate delivered to the Trustee) of the aggregate value of all
  cash and/or any other consideration paid or payable for Ordinary Shares
  validly tendered or exchanged and not withdrawn as of the Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  OS0

  	
  =

  	
  the number of Ordinary Shares
  outstanding immediately prior to the Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  OS1

  	
  =

  	
  the number of Ordinary Shares
  outstanding immediately after the Expiration Date, excluding any purchased
  shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SP1

  	
  =

  	
  the average of the Last
  Reported Sale Price of the Ordinary Shares over the 10 Trading Days beginning
  on the Trading Day after the Expiration Date

  



 


Any such increase shall become effective immediately
prior to the opening of business on the Ex-dividend Date. In the event that the
Company is obligated to purchase shares pursuant to such tender offer, but the
Company is permanently prevented by applicable law from effecting any or all
such purchases or any or all such purchases are rescinded, the Conversion Rate
shall again be adjusted to be the Conversion Rate which would have been in
effect based upon the number of shares actually purchased. If the application
of this Section 11.07(e) to any tender offer would result in a
decrease in the Conversion Rate, no adjustment shall be made for such tender
offer under this Section 11.07(e).


 


For purposes of this Section 11.07(e), the term “tender
offer” shall mean and include both tender offers and exchange offers, all
references to “purchases” of shares in tender offers (and all similar
references) shall mean and include both the purchase of shares in tender offers
and the acquisition of shares pursuant to exchange offers, and all references
to “tendered shares” (and all similar references) shall mean and include shares
tendered in both tender offers and exchange offers.


 


(f)                                    For
the purpose of any computation under subsections (b), (c), (d) and (e) of
this Section 11.07, the “Current Market Price” of the Ordinary Shares on
any day means the average of the Last Reported Sale Price of the Ordinary
Shares for each of the 10 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.


 


(g)                                 In
any case in which this Section 11.07 shall require that an adjustment be
made immediately prior to the opening of business on the Ex-


 


29

















 


dividend Date, the
Company may elect to defer (but only until five Business Days following
the filing by the Company with the Trustee of the certificate described in Section 11.09)
issuing to the Holder of any 2037 Note converted after such Ex-dividend
Date any Ordinary Shares issuable upon such conversion over and above any
Ordinary Shares issuable upon such conversion only on the basis of the
Conversion Rate prior to adjustment; and, in lieu of the shares the issuance of
which is so deferred, the Company shall issue or cause its transfer agents to
issue due bills or other appropriate evidence prepared by the Company of the
right to receive such shares. If any action in respect of which an adjustment
to the Conversion Rate is required to be made immediately prior to the opening
of business on the Ex-dividend Date therefor is not thereafter made or paid by
the Company for any reason, the Conversion Rate shall be readjusted to the
Conversion Rate which would then be in effect if such action had not occurred.


 


Section 11.08                          No Adjustment


 


Notwithstanding anything herein to the contrary, no
adjustment in the Conversion Rate shall be required unless the adjustment would
require an increase or decrease of at least 1% in the Conversion Rate as last
adjusted; provided, however,
that any adjustments which by reason of this Section 11.08 are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. In addition, the Company will make any carry forward
adjustments not otherwise effected (A) upon conversion of the
2037 Notes, (B) upon required purchases of the 2037 Notes in
connection with a Fundamental Change, (C) in connection with a call for
redemption and (D) 25 scheduled Trading Days prior to the Stated Maturity
of the 2037 Notes. No adjustment to the Conversion Rate will be made if it
results in a Conversion Price that is less than the par value (if any) of the
Ordinary Shares. No adjustment to the Conversion Rate will be made if the
Holders of the 2037 Notes participate, as a result of holding the 2037 Notes,
in any of the transactions described in subsection (a), (b), (c), (d) or
(e) of Section 11.07 without conversion. All calculations under this Article Eleven
shall be made to the nearest cent or to the nearest 1/1000th of a share, as the
case may be.


 


In the event that the Company implements a shareholder
rights plan, upon conversion of the 2037 Notes, the Holders will receive,
in addition to any Ordinary Shares issuable upon such conversion, the rights
issued under such rights plan unless, prior to any conversion, the rights plan
expires or terminates or the rights have separated from the Ordinary Shares in
accordance with the provisions of the applicable shareholder rights agreement
so that the Holder of the 2037 Notes would not be entitled to receive any
rights in respect of Ordinary Shares issuable upon conversion of the
2037 Notes, in which case the Conversion Rate will be adjusted at the time
of separation pursuant to Section 11.07(a) as if the Company
distributed, to all holders of Ordinary Shares, shares of the Company’s capital
stock, evidences of debt or other assets issuable upon exercise of the rights
as described in subsection (a) or (c) of Section 11.07,
subject to readjustment in the event of the expiration, termination or
redemption of the


 


30

















 


rights. Any distribution
of rights pursuant to a shareholder rights plan complying with the requirements
set forth in the immediately preceding sentence of this paragraph shall not
constitute a distribution of securities for the purposes of Section 11.07(b) or
Section 11.07(c).


 


Except as otherwise provided in this Article Eleven,
no adjustment need be made for the issuance or acquisition of Ordinary Shares
or any securities convertible into or exchangeable for Ordinary Shares or that
carry the right to purchase any of the foregoing. Without limiting the
generality of any other provision hereof, the Conversion Rate shall not be
adjusted for:


 


•                  the issuance of
Ordinary Shares pursuant to any present or future plan providing for the
reinvestment of distributions or interest payable on securities of the Company
and the  investment of additional
optional amounts in Ordinary Shares under any such plan;


 


•                  upon the
issuance of Ordinary Shares or options or rights to purchase Ordinary 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;


 


•                  upon the
issuance of Ordinary Shares pursuant to any option, warrant, right or
exercisable, exchangeable or convertible security;


 


•                  for a change in
the par value (or a change to no par value) of Ordinary Shares; or


 


•                  for accumulated
and unpaid dividends.


 


To the extent that the 2037 Notes become
convertible into the right to receive cash, no adjustment need be made
thereafter as to the cash. Interest will not accrue on the cash.


 


Section 11.09                          Notice of Adjustment


 


Whenever the Conversion Rate is adjusted, the Company
shall promptly mail to Holders a notice of the adjustment and file with the
Trustee an Officers’ Certificate specifying the adjusted Conversion Rate, and
briefly stating the facts requiring the adjustment and the manner of computing
it.


 


Section 11.10                          Notice of Certain Transactions


 


In the event that:


 


(1)                                  the
Company takes any action which would require an adjustment in the Conversion
Rate,


 


31

















 


(2)                                  the
Company takes any action that requires a supplemental indenture pursuant to Section 11.11,
or


 


(3)                                  there
is a dissolution or liquidation of the Company,


 


the Company shall mail to Holders and file with the
Trustee a notice stating the proposed record or effective date, as the case may be.
The Company shall mail the notice at least fifteen days before such date.
Failure to mail such notice or any defect therein shall not affect the validity
of any transaction referred to in clause (1), (2) or (3) of this Section 11.10.


 


Section 11.11                          Effect of
Recapitalization, Reclassification, Consolidation, Merger or Sale on Conversion Privilege


 


In the event that the Company is party to any of the
following:  (a) any reclassification,
consolidation, merger or combination, or a scheme of arrangement under Cayman
Islands law; or (b) any sale or conveyance of all or substantially all of
the property and assets of the Company to another Person in each case under
clause (a) or (b) pursuant to which the Ordinary Shares would be
converted into cash, securities or other property, (each, a “Reorganization
Event”), then at the effective time of any such Reorganization Event, the right
to convert a 2037 Note will be changed into the right to convert such 2037 Note
into the kind and amount of shares of stock and other securities and property
(including cash) receivable upon such Reorganization Event by a holder of the
number of Ordinary Shares if such holder had held a number of Ordinary Shares equal
to the Conversion Rate of such 2037 Note in effect immediately prior to such
Reorganization Event (the “Reference Property”), provided
that, upon conversion, such Holder shall receive Reference Property in (A) cash
up to the aggregate principal portion of such 2037 Note and (B) in lieu of
the Ordinary Shares otherwise deliverable, Reference Property. The Company, or
such successor, purchasing or transferee corporation, as the case may be,
shall (if consideration is receivable by holders of the Ordinary Shares in such
Reorganization Event), as a condition precedent to such Reorganization Event,
execute and deliver to the Trustee a supplemental indenture providing that the
Holder of each 2037 Note then outstanding shall have the right to receive such
Reference Property. Such supplemental indenture shall provide for adjustments
of the Conversion Rate which shall be as nearly equivalent as may be
practicable to the adjustments of the Conversion Rate provided for in this Article Eleven.
The amount of cash and any Reference Property Holders receive upon conversion
will  be based on the Daily Conversion
Value Amounts of Reference Property and the applicable Conversion Rate as
described in Section 11.01; provided that
references in Section 11.01 to “Ordinary Shares” or “(an) Ordinary
Share(s)” shall instead be deemed references to “a unit of Reference Property
composed of the kind and amount of shares of stock, securities or other
property or assets (including cash or any combination thereof), if any, that a
holder of one Ordinary Share immediately prior to such transaction would have
owned or been entitled to receive” in such Reorganization Event or “units(s) of
Reference Property


 


32

















 


composed of the kind and
amount of shares of stock, securities or other property or assets (including
cash or any combination thereof), if any, that a holder of one Ordinary Share
immediately prior to such transaction would have owned or been entitled to
receive” in such Reorganization Event, as the case may be. If, in the case
of any such Reorganization Event, the stock or other securities and property
(including cash) receivable thereupon, if any, by a holder of Ordinary Shares
include shares of stock or other securities and property of a Person other than
the successor, purchasing or transferee corporation, as the case may be,
in such Reorganization Event, then such supplemental indenture shall also be
executed by such other Person and shall contain such additional provisions to
protect the interests of the Holders of the 2037 Notes as the Board of
Directors shall reasonably consider necessary by reason of the foregoing. The
provisions of this Section 11.11 shall similarly apply to successive
Reorganization Events.


 


In the event the Company shall execute a supplemental
indenture pursuant to this Section 11.11, the Company shall promptly file
with the Trustee (x) an Officers’ Certificate briefly stating the reasons
therefor, the kind or amount of shares of stock or other securities or property
(including cash) receivable by Holders of the 2037 Notes, if any, upon the
conversion of their 2037 Notes after any such Reorganization Event, any
adjustment to be made with respect thereto and that all conditions precedent
have been complied with and (y) an Opinion of Counsel that all conditions
precedent have been complied with, and shall promptly mail notice thereof to
all Holders.


 


For purposes of determining the constitution of
Reference Property, the type and amount of consideration that a holder of
Ordinary Shares would have been entitled to in the case of any Reorganization
Event that causes the Ordinary Shares to be converted into the right to receive
more than a single type of consideration (determined based in part upon
any form of shareholder election) will be deemed to be (1) if the
holders of a majority of the Ordinary Shares make an affirmative election, the
forms and amount of consideration actually received with respect to a plurality
of the Ordinary Shares held by holders of Ordinary Shares who make an
affirmative election or (2) if the holders of a majority of the Ordinary
Shares do not make an affirmative election, the weighted average of the types
and amount of consideration actually received by holders of Ordinary Shares. This
Section 11.12 shall not affect the right of a Holder of 2037 Notes to
convert its 2037 Notes in accordance with the provisions of Article Eleven
hereof prior to the effective date of the applicable Reorganization Event.


 


Section 11.13                          Trustee’s Disclaimer


 


The Trustee shall have no duty to determine when an
adjustment under this Article Eleven should be made, how it should be made
or what such adjustment should be, but may accept as conclusive evidence
of that fact or the correctness of any such adjustment, and shall be protected
in relying upon, an Officers’ Certificate including the Officers’ Certificate
with respect thereto which the Company is obligated to file with the Trustee
pursuant to Section 11.09. The


 


33

















 


Trustee makes no
representation as to the validity or value of any securities or assets issued
upon conversion of 2037 Notes, and the Trustee shall not be responsible
for the Company’s failure to comply with any provisions of this Article Eleven.


 


The Trustee shall not be under any responsibility to
determine the correctness of any provisions contained in any supplemental
indenture executed pursuant to Section 11.11, but may accept as
conclusive evidence of the correctness thereof, and shall be fully protected in
relying upon, the Officers’ Certificate with respect thereto which the Company
is obligated to file with the Trustee pursuant to Section 11.11.


 


Section 11.14                          Voluntary Increase


 


The Company from time to time may to the extent
permitted by law and subject to the applicable rules of the New York Stock
Exchange, increase the Conversion Rate by any amount for any period of time if
the period is at least 20 days. In such event, the Company shall give at least
15 days’ notice of such increase.


 


Section 11.15                          Increase to Avoid or Diminish Income Tax


 


The Company may make such increases in the
Conversion Rate, in addition to those otherwise required by this Article Eleven,
as the Board of Directors considers to be advisable to avoid or diminish any
income tax to holders of Ordinary Shares, the holders of the 2037 Notes or
other rights to purchase Ordinary Shares resulting from any dividend or
distribution of shares (or rights to acquire shares) or from any event treated
as such for income tax purposes.


 


ARTICLE TWELVE


 


REPURCHASE OF SECURITIES
AT OPTION OF THE HOLDER


 


Section 12.01                          General


 


The Company may be required to repurchase
2037 Notes in accordance with their terms and in accordance with this
Article.


 


2037 Notes shall be purchased by the Company as
provided under the paragraph “Repurchase by the Company at the Option of the
Holder” of the Series A 2037 Notes on December 15, 2010, December 14,
2012, December 15, 2017, December 15, 2022, December 15, 2027
and December 15, 2032 (each, a “Series A Repurchase Date”), in the
case of the Series A 2037 Notes, under the paragraph “Repurchase by
the Company at the Option of the Holder” of the Series B 2037 Notes
on December 15, 2011, December 14, 2012, December 15, 2017, December 15,
2022, December 15, 2027 and December 15, 2032 (each, a “Series B
Repurchase Date”), in the case of the Series B 2037 Notes, and under the
paragraph “Repurchase by the Company at the Option of the Holder” of the


 


34

















 


Series C
2037 Notes on December 14, 2012, December 15, 2017, December 15,
2022, December 15, 2027 and December 15, 2032 (each, a “Series C
Repurchase Date”, and together with the Series A Repurchase Dates and the Series B
Repurchase Dates, each a “Repurchase Date”) in the case of the Series C
2037 Notes, in each case at the repurchase price specified therein (the “Repurchase
Price”), at the option of the Holder thereof, upon:


 


(1)                                  delivery
to the Paying Agent, by the Holder of a written notice of purchase (a “Repurchase
Notice”) at any time from the opening of business on the date that is 20
Business Days prior to a Repurchase Date until the close of business on such
Repurchase Date stating:


 


(A)                              the
certificate number of the 2037 Note which the Holder will deliver to be
repurchased, provided, that
if any of the 2037 Notes is in the form of a Global Security, then a
beneficial owner of a 2037 Note shall comply with the procedures of the
Depositary applicable to the repurchase of a Global Security,


 


(B)                                the
portion of the Principal Amount of the 2037 Note which the Holder will
deliver to be repurchased, which portion must be $1,000 or an integral multiple
thereof,


 


(C)                                that
such 2037 Note shall be purchased as of the Repurchase Date pursuant to
the terms and conditions specified under the caption “Repurchase by the Company
at the Option of the Holder” of the 2037 Notes and in this Indenture, and


 


(2)                                  book-entry
transfer or delivery of such 2037 Note to the Paying Agent prior to, on or
after the Repurchase Date (together with all necessary endorsements) at the
offices of the Paying Agent, such delivery being 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 Article Twelve only if the 2037 Note so delivered to
the Paying Agent shall conform in all respects to the description thereof
in the related Repurchase Notice.


 


The Company shall purchase from the Holder thereof,
pursuant to this Article Twelve, a portion of a 2037 Note 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 purchase of all of a
2037 Note also apply to the purchase of such portion of such
2037 Note.


 


Any purchase by the Company contemplated pursuant to
the provisions of this Article Twelve shall be consummated by the delivery
of the consideration to be received by the Holder promptly following the later
of the Repurchase Date and the time of book-entry transfer or delivery of the
2037 Note.


 


Notwithstanding anything herein to the contrary, any
Holder delivering to the Paying Agent the Repurchase Notice contemplated by
this Section 12.01 shall have the right to withdraw such Repurchase Notice
at any time prior to the close


 


35

















 


of business on the
Repurchase Date by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 12.04.


 


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


 


Section 12.02                          Notice of the Company


 


No later than 20 Business Days prior to each
Repurchase Date, the Company shall send a notice (a “Company Notice”) to
holders of Series A 2037 Notes, Series B 2037 Notes or Series C
2037 Notes, as applicable, of the repurchase right, stating, among other
things:


 


(A)                              the
Repurchase Price and the Conversion Rate;


 


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


 


(C)                                that
2037 Notes as to which a Repurchase Notice has been given may be
converted pursuant to Article Eleven hereof only if the applicable
Repurchase Notice has been withdrawn in accordance with the terms of this
Indenture;


 


(D)                               that
2037 Notes must be surrendered to the Paying Agent to collect payment;


 


(E)                                 that
the Repurchase Price for any 2037 Note as to which a Repurchase Notice has
been given and not withdrawn will be paid promptly following the later of the
Repurchase Date and the time of surrender of such 2037 Note as described
in (D);


 


(F)                                 the
procedures the Holder must follow to exercise repurchase rights under this Article Twelve
and a brief description of those rights;


 


(G)                                briefly,
the conversion rights of the 2037 Notes; and


 


(H)                               the
procedures for withdrawing a Repurchase Notice.


 


At the Company’s request, the Trustee shall give such
Company Notice 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.


 


Section 12.03                          Procedure upon Repurchase


 


The Company shall deposit cash at the time and in the
manner as provided in Section 12.05, sufficient to pay the aggregate
Repurchase Price of all 2037 Notes to be purchased on the applicable
Repurchase Date pursuant to this Article Twelve.


 


36

















 


Section 12.04                          Effect of Repurchase Notice


 


Upon receipt by the Paying Agent of the Repurchase
Notice, the Holder of the 2037 Note in respect of which such Repurchase
Notice was given shall (unless such Repurchase Notice is withdrawn as specified
in the following two paragraphs) thereafter be entitled to receive solely the
Repurchase Price with respect to such 2037 Note. Such Repurchase Price
shall be paid to such Holder, subject to receipt of funds by the Paying Agent,
promptly following the later of (x) the Repurchase Date with respect to
such 2037 Note (provided the conditions in Section 12.01 have been
satisfied) and (y) the time of book-entry transfer or delivery of such
2037 Note to the Paying Agent by the Holder thereof in the manner required
by Section 12.01. 2037 Notes in respect of which a Repurchase Notice
has been given by the Holder thereof may not be converted pursuant to Article Eleven
hereof on or after the date of the delivery of such Repurchase Notice unless
such Repurchase Notice has first been validly withdrawn as specified in the
following paragraph.


 


A Repurchase Notice may be withdrawn by means of
a written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Repurchase Notice at any time prior to the close of
business on the applicable Repurchase Date specifying:


 


(1)                                  the
certificate number of the 2037 Note in respect of which such notice of
withdrawal is being submitted or if any of the 2037 Notes is in the form of
a Global Security, then a beneficial owner of a 2037 Note shall comply
with the procedures of the Depositary applicable to the withdrawal of a
Repurchase Notice;


 


(2)                                  the
Principal Amount of the 2037 Note with respect to which such notice of withdrawal
is being submitted; and


 


(3)                                  the
Principal Amount, if any, of such 2037 Note which remains subject to the
original Repurchase Notice and which has been or will be delivered for purchase
by the Company.


 


There shall be no purchase of any 2037 Notes
pursuant to this Article Twelve if there has occurred (prior to, on or
after, as the case may be, the giving, by the Holders of such
2037 Notes, of the required Repurchase Notice) and is continuing an Event
of Default (other than a default in the payment of the Repurchase Price with
respect to such 2037 Notes). The Paying Agent will promptly return to the
respective Holders thereof any 2037 Notes (x) with respect to which a
Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held
by it during the continuance of an Event of Default (other than a default in
the payment of the Repurchase Price with respect to such 2037 Notes) in
which case, upon such return, the Repurchase Notice with respect thereto shall
be deemed to have been withdrawn.


 


37

















 


Section 12.05                          Deposit of Repurchase Price


 


Prior to 11:00 a.m. (New York City time) on the
Business Day following the Repurchase Date, the Company shall deposit with the
Trustee or with the Paying Agent an amount of money (in immediately available
funds if deposited on such Business Day) sufficient to pay the aggregate
Repurchase Price of all of the 2037 Notes or portions thereof which are to
be purchased as of the Repurchase Date. If the Trustee or the Paying Agent
holds, in accordance with the terms hereof at 11:00 a.m. on the Business
Day following the Repurchase Date, cash sufficient to pay the Repurchase Price
of any 2037 Notes for which a Repurchase Notice has been tendered and not
withdrawn pursuant to Section 12.04, then, on and after such date, such
2037 Notes will cease to be outstanding and interest, if any, on such
2037 Notes will cease to accrue, whether or not such 2037 Notes are
transferred by book entry or delivered to the Trustee or Paying Agent, and the
rights of the Holders in respect thereof shall terminate (other than the right
to receive the Repurchase Price upon delivery of such 2037 Notes, together
with any necessary endorsement) and the repurchased 2037 Notes shall be
cancelled.


 


Section 12.06                          Securities Repurchased in Part


 


Any 2037 Note 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 or 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 2037 Note, without service charge, a new 2037 Note or
2037 Notes of the same Series, 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 2037 Note so surrendered which is
not purchased.


 


Section 12.07                          Compliance with Securities Laws Upon Purchase of Securities


 


In connection with any offer to purchase or purchase
of 2037 Notes under this Article Twelve (provided
that if 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), the Company shall (i) comply with Rule 13e-4 under the
Exchange Act and (ii) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act.


 


Section 12.08                          Repayment to the Company


 


The Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed for two years, subject to applicable
unclaimed property law, together with interest, if any, thereon held by them
for the payment of the Repurchase Price; provided, however, that to the extent the aggregate amount of


 


38

















 


cash deposited by the
Company pursuant to Section 12.05 exceeds the aggregate Repurchase Price
of the 2037 Notes or portions thereof which the Company is obligated to
purchase as of the Repurchase Date, then promptly after the Business Day
following the Repurchase Date the Trustee shall return any such excess to the
Company together with interest, if any, thereon. After that, Holders entitled
to money must look to the Company for payment as general creditors, unless an
applicable abandoned property law designates another Person.


 


SECTION 212                       Amendment
to Events of Default.


 


(a)                                  Section 6.01
of the Indenture is amended to delete the existing paragraph (7) thereof
and to add the following paragraphs immediately following paragraph (6) thereof:


 


(7)                                  the
Company’s failure to deliver cash, or, if applicable, Ordinary Shares, upon
conversion of a 2037 Note, and that failure continues for 10 days;


 


(8)                                  the
Company’s failure to give notice to the Trustee and each Holder of the
2037 Notes of a Fundamental Change as provided in Section 11.02.


 


(b)                                 Section 6.01
of the Indenture is amended by inserting the following paragraph after the
final paragraph in Section 6.01:


 


Notwithstanding anything herein or in the Series 2037 Notes
to the contrary, to the extent elected by the Company, the sole remedy for an
Event of Default relating to the failure to file any documents or reports that
the Company is required to file with the Securities and Exchange Commission
(the “SEC”) pursuant to Section 13 or 15(d) of the Exchange Act and
for any failure to comply with the requirements of Section 314(a)(1) of
the Trust Indenture Act, will for the first 120 days after the occurrence of
such an Event of Default consist exclusively of the right to receive additional
interest on the notes equal to 0.25% of the Principal Amount of the
2037 Notes (the “Additional Interest”). If the Company so elects, such
Additional Interest will be effective with respect to all outstanding
2037 Notes on or before the date on which such Event of Default first
occurs. On the 120th day after such Event of Default (if the Event of Default
relating to the reporting obligations is not cured or waived prior to such
120th day), the 2037 Notes will be subject to acceleration as provided in
this Section 6.01 and Section 6.02. The provisions of the Indenture
described in this paragraph will not affect the rights of Holders of the
2037 Notes in the event of the occurrence of any Event of Default. In the
event the Company does not elect to pay the Additional Interest upon an Event
of Default in accordance with this paragraph, the 2037 Notes will be
subject to acceleration as provided in this Section 6.01 and Section 6.02.


 


39

















 


ARTICLE THREE


 


MISCELLANEOUS PROVISIONS


 


SECTION 301                       Integral
Part.


 


This Second Supplemental
Indenture constitutes an integral part of the Indenture.


 


SECTION 302                       General
Definitions.


 


For all purposes of this
Second Supplemental Indenture:


 


(a)                                  capitalized
terms used herein without definition shall have the meanings specified in the
Indenture; and


 


(b)                                 the
terms “herein”, “hereof”, “hereunder” and other words of similar import refer
to this Second Supplemental Indenture.


 


SECTION 303                       Adoption,
Ratification and Confirmation.


 


The Indenture, as
supplemented and amended by this Second Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.


 


SECTION 304                       Counterparts.


 


This Second Supplemental
Indenture may be executed in any number of counterparts, each of which
when so executed shall be deemed an original; and all such counterparts shall
together constitute but one and the same instrument.


 


SECTION 305                       Governing
Law.


 


THIS SECOND SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


40

















 


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


 


	
   

  	
  TRANSOCEAN INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 
















 


ANNEX A


 


[FORM 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 SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., 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.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


FORM OF 1.625% SERIES A CONVERTIBLE SENIOR
NOTE


 


DUE DECEMBER 15, 2037


 


TRANSOCEAN INC.


 


	
  Issue Date: December 11, 2007

  	
   

  	
  Maturity: December 15, 2037

  
	
   

  	
   

  	
   

  
	
  Principal Amount: $ 

  	
   

  	
  CUSIP: 893830 AU3

  
	
   

  	
   

  	
   

  
	
  Registered: No. R-

  	
   

  	
  ISIN: US893830AU32

  



 


Transocean Inc., a Cayman Islands exempted company limited by shares
(herein called the “Company”, which term includes any successor corporation
under the indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal
sum of [    ] Dollars ($) on December 15, 2037 and to
pay interest thereon and Tax Additional Amounts, if any, in immediately
available funds as specified on the other side of this Security.  This Security is convertible as specified on
the reverse of this Security.


 


Payment of the principal of and interest on and Tax Additional Amounts,
if any, with respect to this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York, New York or
Fort Worth, Texas in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and


 


A-1

















 


private debts; provided,
however, that at the option of the Company, payment of interest and Tax
Additional Amounts, if any, may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the register of
Securities or by wire transfer of immediately available funds to the accounts
designated by the Holder of this Security.


 


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


 


Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


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


 


	
  Dated:

  
	
   

  
	
   

  	
  TRANSOCEAN INC.

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
  Attest:

  
	
   

  
	
   

  	
   

  
	
  Assistant
  Secretary

  
				



 


A-2

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  WELLS FARGO
  BANK, NATIONAL

  ASSOCIATION, as
  Trustee

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  
	
  Date of Authentication:

  	
   

  	
   

  
					



 


A-3

















 


[Reverse of Security]


 


TRANSOCEAN INC.


 


1.625% SERIES A CONVERTIBLE SENIOR NOTE DUE
DECEMBER 15, 2037


 


This Security is one of a duly authorized issue of senior securities of
the Company issued and to be issued in one or more series under an Indenture,
dated as of December 11, 2007, as amended by the First Supplemental
Indenture thereto dated as of December 11, 2007, and the Second
Supplemental Indenture thereto dated as of December 11, 2007 (as so
amended, herein called the “Indenture”), between the Company and Wells Fargo
Bank, National Association, as trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), or their respective
predecessors, as applicable, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, which is initially in the
aggregate principal amount of $2,200,000,000.00. As used herein, the term “Securities”
means securities of the series designated on the face hereof except that, where
the context requires that such term be construed as including another series of
securities (e.g., where phrases such as “Securities
of each series” or “Securities of any series” or similar phrases are used), the
term “Securities” means securities of any series issued or to be issued under
the Indenture.


 


The Company may, without the consent of the existing holders of the
Securities, issue additional Securities having the same ranking and the same
interest rate, maturity and other terms as the Securities.  Any additional Securities having such similar
terms, together with the Securities, will constitute a single series of
Securities under the Indenture.


 


Interest


 


The rate at which this Security shall bear interest shall be 1.625% per
annum.  The date from which interest
shall accrue for this Security shall be December 11, 2007.  The Interest Payment Dates on which interest
on this Security shall be payable are June 15 and December 15 of each
year, commencing on June 15, 2008. 
The Regular Record Date for the interest payable on this Security on any
Interest Payment Date shall be the June 1 or December 1, as the case
may be, immediately preceding such Interest Payment Date.  Interest will cease to accrue on this
Security upon its maturity, conversion, purchase by the Company at the option
of a holder or redemption.


 


Method of
Payment


 


Payments in respect of principal of and interest, if any, on the
Securities shall be made by the Company in immediately available funds.


 


Optional Redemption


 


No sinking fund is provided for the Securities of this
series. After December 20, 2010, the Securities of this series are
redeemable as a whole, or from time to time in part, at any time at the


 


A-4

















 


option of the Company at a redemption price (the “Redemption
Price”) equal to the Principal Amount plus accrued and unpaid interest up to
but excluding the Redemption Date. However, if the Redemption Date is after a
Regular Record Date and on or prior to the corresponding Interest Payment Date,
the interest will be paid on the Redemption Date to the person in whose name
the Securities are registered at the close of business on the Regular Record
Date and not included in the Redemption Price.


 


If the Company redeems less than all of the outstanding Securities, the
Trustee will select the Securities to be redeemed (i) by lot, (ii) pro
rata or (iii) by any other method the Trustee considers fair and
appropriate. If the Trustee selects a portion of a Holder’s Securities for
partial redemption and the Holder converts a portion of the same Securities,
the converted portion will be deemed to be from the portion selected for
redemption.


 


Notice of
Redemption


 


Notice of redemption will be mailed by first-class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address. Securities in
denominations larger than $1,000 Principal Amount may be redeemed in part, but
only in whole multiples of $1,000. On and after the Redemption Date, subject to
the deposit with the Paying Agent of funds sufficient to pay the Redemption
Price, interest ceases to accrue on Securities or portions thereof called for
redemption.


 


Purchase
of Securities at Option of Holder Upon a Fundamental Change


 


At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the Principal Amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Securities held by
such Holder on a date selected by the Company that is not less than 20 days and
not more than 35 days after the occurrence of a Fundamental Change (or a longer
period if required by law), at a Fundamental Change Purchase Price equal to the
Principal Amount plus accrued and unpaid interest up to but excluding the
Fundamental Change Purchase Date. However, if the Fundamental Change Purchase
Date is after a Regular Record Date and on or prior to the corresponding
Interest Payment Date, the interest will be paid on the Interest Payment Date
to the person in whose name the Securities are registered at the close of
business on the Regular Record Date and not included in the Fundamental Change
Purchase Price. The Holder shall have the right to withdraw any Fundamental
Change Purchase Notice (in whole or in a portion thereof that is $1,000
Principal Amount or an integral multiple of $1,000 in excess thereof) at any
time prior to the close of business on the Business Day prior to the
Fundamental Change Purchase Date by delivering a written notice of withdrawal
to the Paying Agent in accordance with the terms of the Indenture.


 


Conversion


 


A Holder of a Security may convert the Principal Amount of such
Security (or any portion thereof equal to a Principal Amount of $1,000 or any
integral multiple of a Principal Amount of $1,000 in excess thereof) into, for
each $1,000 Principal Amount of Securities converted, cash and Ordinary Shares,
if any, equal to the sum
of the Daily Settlement Amounts


 


A-5

















 


(such sum, the “Conversion
Proceeds”) for each of the 20 VWAP Trading Days during the relevant Conversion
Period, at any time during the periods described below at the Conversion
Rate then in effect; provided, however, that
the Company will deliver cash in lieu of fractional shares (including, without
limitation, by check or wire transfer) based upon the VWA Price on the last
VWAP Trading Day in the Conversion Period as described in the Indenture. The
Securities may be converted during any period in which one of the following
conditions is satisfied:


 


     (a) Conversion Based on Ordinary Share Price. During any
calendar quarter commencing at any time after March 31, 2008, and only
during such calendar quarter, if the Last Reported Sale Price for at least 20
Trading Days in the period of 30 consecutive Trading Days ending on the last
Trading Day of the preceding calendar quarter exceeds 130% of the Conversion
Price per share on the last day of such preceding calendar quarter. The Company
will determine at the beginning of each calendar quarter commencing at any time
after March 31, 2008 whether the Securities are convertible as a result of
the price of the Ordinary Shares and shall promptly notify the Trustee and the
Conversion Agent thereof.  Upon
determining that the Holders are entitled to convert their Securities in
accordance with this subsection (a), the Company will promptly (1) issue a
press release and use its reasonable efforts to post such information on its
website or otherwise publicly disclose this information or (2) provide
notice to the Holders in a manner contemplated by the Indenture, including
through the facilities of DTC.  “Last Reported
Sale Price” on any date
means the closing sale price per Ordinary Share (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 New York Stock Exchange or, if the Ordinary Shares
are not listed on the New York Stock Exchange, as reported in composite
transactions for the principal U.S. securities exchange on which the Ordinary
Shares are traded or, if the Ordinary Shares are not traded on such an
exchange, the market value of an Ordinary Share as determined by a nationally
recognized independent investment banking firm retained for this purpose by the
Company. As referred to in this paragraph, “Conversion Price” means $1,000
divided by the Conversion Rate.


 


     (b) Conversion
Based on Trading Price. Prior to the Stated Maturity of the
Securities, during the five (5) consecutive Business Days immediately
after any five (5) consecutive Trading Day period (such five (5) consecutive
Trading Day period, the “Note Measurement Period”) in which the average Trading
Price (calculated using the Trading Price for each of the Trading Days in the
Note Measurement Period) per $1,000 Principal Amount of the Securities was
equal to or less than ninety-eight percent (98%) of the average Conversion
Value during the Note Measurement Period (the “Trading Price Condition”), as
determined following a request by a Holder of the Securities in accordance with
the procedures described below. The Bid Solicitation Agent shall not have any
obligation to determine the Trading Price unless the Company has requested such
determination, and the Company shall have no obligation to make such request
unless a Holder of at least five million dollars ($5,000,000) in aggregate
Principal Amount of the Securities provides the Company with reasonable
evidence that the Trading Price per $1,000 Principal Amount of the Securities
would be equal to or less than ninety-eight percent (98%) of the Conversion
Value. Upon receipt of such evidence, the Company shall instruct the Bid
Solicitation Agent to determine the Trading Price per $1,000 Principal Amount
of the Securities for each of the five (5) successive Trading Days
immediately after the Company receives such evidence and on each Trading Day
thereafter until the first Trading Day on which


 


A-6

















 


the Trading Price Condition is no longer satisfied.
For purposes of this paragraph, the “Conversion Value” per $1,000 Principal
Amount of Securities, on a given Trading Day, means the product of the Last
Reported Sale Price on such Trading Day and the Conversion Rate in effect on
such Trading Day.  Promptly after the Securities
become convertible into cash and, if applicable, Ordinary Shares in accordance
with this clause (b) and promptly after the Securities become no longer so
convertible in accordance with this clause (b), the Company shall give the
Conversion Agent and the Trustee notice thereof. Upon determining that the
Holders are entitled to convert their Securities in accordance with this
subsection (b), the Company will promptly (1) issue a press release and
use its reasonable efforts to post such information on its website or otherwise
publicly disclose this information or (2) provide notice to the Holders in
a manner contemplated by the Indenture, including through the facilities of
DTC.


 


     Except as described below, the “Trading
Price,” as referred to in this subsection (b), of the Securities on any day
means the average secondary market bid quotations obtained by the Bid
Solicitation Agent for $5,000,000 Principal Amount of Securities at
approximately 4:00 p.m., New York City time, on such day from three
independent nationally recognized securities dealers to be selected by the
Company. However, if the Bid Solicitation Agent can reasonably obtain only two
such bids, then the average of the two bids will instead be used, and if the
Bid Solicitation Agent can reasonably obtain only one such bid, then that one
bid will be used.  Even still, if on any
given day: (a) the Bid Solicitation Agent cannot reasonably obtain at
least one bid for $5,000,000 Principal Amount of Securities from an independent
nationally recognized securities dealer or (b) in the Company’s
reasonable, good faith judgment, the bid quotation or quotations that the Bid
Solicitation Agent has obtained are not indicative of the secondary market
value of the Securities, then the Trading Price per $1,000 Principal Amount of
the Securities will be deemed to be less than 98% of the Conversion Value on
that day.


 


     (c) Conversion
Upon Occurrence of Specified Corporate Transactions.


 


     (i) If the Company elects to
distribute to all holders of Ordinary Shares (A) rights or warrants
entitling them to subscribe for or purchase, for a period expiring within 60
days after the record date for such distribution, Ordinary Shares at less than
the Last Reported Sale Price for the five (5) consecutive Trading Days
ending on the date immediately preceding the first public announcement of such
distribution, or (B) shares of capital stock, evidence of indebtedness or
other assets (excluding dividends or distributions described in Sections 11.07(a) and
11.07(b) of the Indenture), which distribution pursuant to clause (B),
together with all other distributions within the preceding 12 months (but not
including any distributions made prior to December 5, 2007), has a per
share value exceeding 15% of the Last Reported Sale Price for the five (5) consecutive
Trading Days ending on the date immediately preceding the first public
announcement of the distribution, then the Company must notify the Holders at
least 25 scheduled Trading Days prior to the Ex-dividend Date for such
distribution.  Once the Company has given
such notice, Holders may surrender their Securities for conversion at any time
until the earlier of the close of business on the Business Day prior to the
Ex-dividend Date or the day on which any announcement by the Company that such
distribution will not take place, even if the Securities are not otherwise
convertible at that time.  No adjustment
to the ability of Holders to convert will be made if Holders are entitled to
participate in the distribution without conversion.


 


A-7

















 


     (ii) If the Company is a party to a
Fundamental Change, at any time from or after the Effective Date (or the date
which is 15 days prior to the anticipated effective date of the transaction
described in Section 3.12(a)(ii) of the Indenture) until the later of
(a) the day before the Fundamental Change Purchase Date and (b) 30
days after the actual effective date of such Fundamental Change. After the
Effective Date, settlement of the Conversion Value will be based on the kind
and amount of cash, securities or other assets of the Company or another Person
that a holder of Ordinary Shares received in such transaction; provided that,
for the avoidance of doubt, the Conversion Value will be paid in cash and
Reference Property in accordance with the terms of the Indenture. The Company
shall give written notice to the Holders and the Trustee and the Conversion
Agent of any such Fundamental Change and the anticipated Effective Date, if
applicable, and issue a press release providing the same information no later
than 15 days prior to the anticipated Effective Date, unless such Fundamental
Change is a Fundamental Change described in Section 3.12 (a)(i) or
(a)(iii) of the Indenture in which case the Company shall give such notice
no later than the later of (x) one business day following the Effective
Date or (y) two business days following the date on which officers of the
Company first learned of such Fundamental Change following the Effective Date
of such Fundamental Change.


 


(iii) If the Company is party to a combination,
merger, recapitalization, reclassification, binding share exchange or similar
transaction or sale or conveyance of all or substantially all of the Company’s
property and assets, in each case pursuant to which the Ordinary Shares would
be converted into cash, securities or other property that does not also
constitute a Fundamental Change.  In such
event, a Holder will have the right to convert the Securities at any time
beginning 15 days prior to the anticipated effective date of such transaction
and ending on the 30th scheduled Trading Day following the effective date of
such transaction.  The Company shall give
written notice to the Holders and the Trustee of any such transaction as promptly
as practicable following the date the Company publicly announces the
transaction but in no event less than 15 days prior to the anticipated
effective date of the transaction.


 


(d) Conversion upon Notice of Redemption.  If the Securities have been called for
redemption, at any time prior to the close of business on the Business Day
immediately preceding the Redemption Date.


 


(e) Conversion During Quarter Prior to Stated
Maturity.  At any time on or
after September 15, 2037 until the close of business on the Business Day
immediately preceding the Stated Maturity.


 


A Security in respect of which a Holder has delivered
a Repurchase Notice exercising the option of such Holder to require the Company
to purchase such Security may be converted only if such notice of exercise is
withdrawn in accordance with the terms of the Indenture. The initial Conversion
Rate is 5.9310 Ordinary Shares per $1,000 Principal Amount, subject to
adjustment in certain events described in the Indenture.


 


Securities
surrendered for conversion after the close of business on any Regular Record
Date immediately preceding any Interest Payment Date and prior to the opening
of business of such Interest Payment Date must be accompanied by payment from
the Holder of an amount equal to the interest thereon that the registered Holder
is to receive from the Company on such Interest


 


A-8

















 


Payment
Date; provided, however, that no such payment
need be made (1) if the Company has specified a Fundamental Change
Purchase Date following a Fundamental Change that is after the Regular Record
Date and on or prior to the next succeeding Interest Payment Date, (2) only
to the extent of overdue interest, if any overdue interest exists at the date
of conversion with respect to a Security, (3) if the Security is
surrendered for conversion after the Regular Record Date immediately preceding
the Stated Maturity of the Security, or (4) if the Security is surrendered
in connection with a call for redemption with a Redemption Date that is after
the Regular Record Date and on or prior to the next succeeding Interest Payment
Date. Except where Securities surrendered for conversion must be accompanied by
payment as described above, no interest on converted Securities will be payable
by the Company on any Interest Payment Date subsequent to the date of
conversion.


 


A Holder may convert a portion of a Security if the Principal Amount of
such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment will be made for dividends on the Ordinary Shares except as provided
in the Indenture.


 


To convert a Security, a Holder must (a) complete and manually
sign the conversion notice set forth below and deliver such notice to a
Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish
appropriate endorsements and transfer documents (including any certification
that may be required under applicable law) if required by the Conversion Agent,
and (d) pay any transfer or similar tax, if required.


 


Repurchase by the Company at the
Option of the Holder


 


Subject to the
terms and conditions of the Indenture, the Company shall become obligated to
purchase, at the option of the Holder, the Securities held by such Holder on December 15,
2010, December 14, 2012, December 15, 2017, December 15, 2022, December 15,
2027 and December 15, 2032 (each, a “Repurchase Date”), upon delivery of 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 such Repurchase Date and
upon delivery of the Securities to the Paying Agent by the Holder as set forth
in the Indenture.


 


                The
“Repurchase Price” shall be equal to the Principal Amount plus accrued and
unpaid interest up to but excluding the Repurchase Date.  If the Repurchase Date is after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, the
interest will be paid on the Interest Payment Date to the person in whose name
the Securities are registered at the close of business on the Regular Record
Date and not included in the Repurchase Price.


 


Holders have the right to withdraw any Repurchase Notice by delivering
to the Paying Agent a written notice of withdrawal prior to the close of
business on the Repurchase Date in accordance with the provisions of the
Indenture.


 


If cash sufficient to pay the Repurchase Price of all Securities or
portions thereof to be purchased as of the Repurchase Date is deposited with
the Paying Agent on the Business Day following the Repurchase Date, interest
ceases to accrue on such Securities (or portions thereof)


 


A-9

















 


on such Repurchase Date, and the Holder thereof shall
have no other rights as such (other than the right to receive the Repurchase
Price upon surrender of such Security).


 


Tax
Additional Amounts


 


The Company shall pay any amounts due with respect to the payments on
the Security without deduction or withholding for any and all present and future
withholding taxes, levies, imposts and charges (each, a “Withholding Tax”)
imposed by or for the account of the Cayman Islands or any other jurisdiction
in which the Company is resident for tax purposes or any political subdivision
or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless
such withholding or deduction  is
required by law.  If such deduction or
withholding is at any time required, the Company will (subject to compliance by
such Holder with any relevant administrative requirements) pay each Holder such
additional amounts (“Tax Additional Amounts”) as will result in such Holders
receipt of such amounts as it would have received had no such withholding or
deduction been required.


 


If the Taxing Jurisdiction requires the Company to deduct or withhold
any Withholding Tax, the Company will (subject to compliance by a Holder with
any relevant administrative requirements) pay such Tax Additional Amounts in
respect of principal amount, Redemption Price, Repurchase Price and interest
(if any) in accordance with the terms of the Security and the Indenture; provided, however, that
the foregoing shall not apply to:


 


(a)           any Withholding Tax
which would not be payable or due but for the fact that (1) the Holder of
a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of,
such Holder, if such Holder is an estate, trust, partnership or corporation) is
a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or being physically present in, the Taxing
Jurisdiction or otherwise having some present or former connection with the
Taxing Jurisdiction other than the holding or ownership of the Security or the
collection of principal amount, Redemption Price, Repurchase Price and Interest
(if any), in accordance with the terms of the Security and the Indenture or the
enforcement of the Security or (2) where presentation is required, the
Security was presented more than 30 days after the date such payment became due
or was provided for, whichever is later;


 


(b)           any Withholding Tax
attributable to any estate, inheritance, gift, sales, transfer, excise,
personal property or similar tax, levy, impost or charge;


 


(c)           any Withholding Tax
attributable to any tax, levy, impost or charge which is payable otherwise than
by withholding from payment of principal amount, Redemption Price, Repurchase
Price and interest (if any);


 


(d)           any Withholding Tax
which would not have been imposed but for the failure to comply with
certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connections with the
relevant tax authority of the Holder or beneficial owner of the Security, if
this compliance is required by statute or by regulation as a precondition to
relief or exemption from such Withholding Tax;


 


(e)           to the extent a
Holder is entitled to a refund or credit in such Taxing Jurisdiction of amounts
required to be withheld by such Taxing Jurisdiction; or


 


A-10

















 


(f)            any combination of
the instances described in (a) through (e).


 


With respect to clause (e), above, in the absence of evidence
satisfactory to the Company, the Company may conclusively presume that a Holder
of a Security is entitled to a refund or credit of all amounts required to be
withheld.  The Company shall not be
required to pay any Tax Additional Amounts to any Holder of a Security who is a
fiduciary or partnership or other than the sole beneficial owner of the
Security to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member of such partnership or a beneficial owner thereof, would
not have been entitled to the payment of such Tax Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of the
Security.


 


Transfer


 


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the register of the
Securities, upon surrender of this Security for registration or transfer at the
office or agency in a Place of Payment for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of like tenor and of other authorized denominations
and for the same aggregate principal amount, executed by the Company and
authenticated and delivered by the Trustee, will be issued to the designated
transferee or transferees.


 


The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations set forth
therein and on the face of this Security, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination as requested by the Holder surrendering
the same.


 


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


 


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee or any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


Amendment, Supplement and Waiver; Limitation on
Suits


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities of all series affected (acting as one class). The
Indenture also contains provisions permitting the Holders of at least a
majority in principal amount of the then outstanding Securities of any series
or of all series (acting as one class), to


 


A-11

















 


waive compliance by the Company with certain existing
or past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.


 


Subject to the right of the Holder of any Securities of this series to
institute proceedings to enforce the Holder’s right to receive payment of the
principal thereof and interest thereon (or repurchase price thereof) and any
Tax Additional Amounts with respect thereto and to receive shares on
conversion, no Holder of the Securities of this series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
thereunder, unless


 


(1)           such Holder has
previously given written notice to the Trustee of a continuing Event of
Default;


 


(2)           the Holders of not
less than 25% in principal amount of the then Outstanding Securities of this
series shall have made written request to the Trustee to pursue the remedy;


 


(3)           such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense to be incurred in compliance with such request;


 


(4)           the Trustee for 60
days after its receipt of such request and offer of indemnity has failed to
institute any such proceeding; and


 


(5)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the then
outstanding Securities of this series;


 


it being understood and intended that no one or more
of such Holders shall have the right in any manner whatever by virtue of, or by
availing of, any provision of the Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under the
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.


 


Successor
Corporation


 


When a successor Person assumes all the obligations of its predecessor
under the Securities and the Indenture in accordance with the terms and conditions
of the Indenture, the predecessor Person will (except in certain circumstances
specified in the Indenture) be released from those obligations.


 


Defaults
and Remedies


 


If an Event of Default with respect to Securities of this series shall
occur and be continuing, all unpaid Principal Amount plus accrued and unpaid
interest through the acceleration date of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


A-12

















 


No
Recourse Against Others


 


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


 


Indenture to Control; Governing Law


 


In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control.


 


THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO
THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Definitions


 


All terms defined in the Indenture and used in this Security but not
specifically defined herein are used herein as so defined.


 


A-13

















 


CONVERSION NOTICE


 


To convert this Security into Ordinary Shares of the
Company, check box: [ ]


 


To convert only part of this Security, state the
Principal Amount to be converted


 


(must be $1,000 or a multiple of $1,000):
$                        .


 


If you want the shares registered in another person’s
name, fill in the form below:


 


A-14

















 


ASSIGNMENT FORM


 


        To
assign this Security, fill in the form below and have your signature
guaranteed: (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

  	
   

  	
  to transfer this Security on the books of the
  Company. The 

  
	
  agent may substitute another to act for him.

  



 


	
  Dated:

  
	
   

  
	
   

  
	
  Your Name:

  
	
   

  
	
   

  	
   

  
	
   

  
	
  (Print your name exactly as it appears on the face
  of this Security)

  
	
   

  
	
  Your Signature:

  
	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  
	
  SIGNATURE GUARANTEE*:

  



 


 






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


 


A-15

















 


OPTION OF HOLDER TO ELECT PURCHASE ON FUNDAMENTAL
CHANGE


 


If you want to elect to have this Security purchased,
in whole or in part, by the Company pursuant to Section 3.12 of the
Indenture, check the following box: o


 


If you want to have only part of this Security
purchased by the Company pursuant to Section 3.12 of the Indenture, state
the Principal Amount you want to be purchased (must be $1,000 or a multiple of
$1,000): $                                   


 


 


	
  Your Signature:

  	
   

  	
  Date:

  	
   

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

  
	
   

  
	
  *Signature guaranteed by:

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
							



 


 






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


 


A-16

















 


ANNEX B


 


[FORM 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 SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., 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.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


FORM OF 1.50% SERIES B CONVERTIBLE SENIOR
NOTE


 


DUE DECEMBER 15, 2037


 


TRANSOCEAN INC.


 


	
  Issue Date: December 11, 2007

  	
  Maturity: December 15, 2037

  
	
   

  	
   

  
	
  Principal Amount: $

  	
  CUSIP: 893830 AV1

  
	
   

  	
   

  
	
  Registered: No. R-

  	
  ISIN: US893830AV15

  



 


Transocean Inc., a Cayman Islands exempted company limited by shares
(herein called the “Company”, which term includes any successor corporation
under the indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal
sum of [    ] Dollars ($) on December 15, 2037 and to
pay interest thereon and Tax Additional Amounts, if any, in immediately
available funds as specified on the other side of this Security.  This Security is convertible as specified on
the reverse of this Security.


 


Payment
of the principal of and interest on and Tax Additional Amounts, if any, with
respect to this Security will be made at the office or agency of the Company
maintained for that purpose in The City of New York, New York or Fort Worth,
Texas in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and


 


B-1
















 


private debts;
provided, however, that at the option of the Company, payment of interest and
Tax Additional Amounts, if any, may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the register of
Securities or by wire transfer of immediately available funds to the accounts
designated by the Holder of this Security.


 


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


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


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


 


Dated: December 11,
2007


 


	
   

  	
  TRANSOCEAN INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title

  
	
   

  
	
  Attest:

  
	
   

  
	
   

  	
   

  
	
  Assistant Secretary

  
				



 


B-2

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  
	
  Date of Authentication:

  	
   

  	
   

  
				



 


B-3

















 


[Reverse of Security]


 


TRANSOCEAN INC.


 


1.50% SERIES B CONVERTIBLE SENIOR
NOTE DUE DECEMBER 15, 2037


 


This Security is one of a
duly authorized issue of senior securities of the Company issued and to be
issued in one or more series under an Indenture, dated as of December 11,
2007, as amended by the First Supplemental Indenture thereto dated as of December 11,
2007, and the Second Supplemental Indenture thereto dated as of December 11,
2007 (as so amended, herein called the “Indenture”), between the Company and
Wells Fargo Bank, National Association, as trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), or their
respective predecessors, as applicable, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, which is initially in the
aggregate principal amount of $2,200,000,000.00. As used herein, the term “Securities”
means securities of the series designated on the face hereof except that, where
the context requires that such term be construed as including another series of
securities (e.g., where phrases such as “Securities
of each series” or “Securities of any series” or similar phrases are used), the
term “Securities” means securities of any series issued or to be issued under
the Indenture.


 


The Company may, without
the consent of the existing holders of the Securities, issue additional
Securities having the same ranking and the same interest rate, maturity and
other terms as the Securities. Any additional Securities having such similar
terms, together with the Securities, will constitute a single series of Securities
under the Indenture.


 


Interest


 


The rate at which this
Security shall bear interest shall be 1.50% per annum. The date from which
interest shall accrue for this Security shall be December 11, 2007. The
Interest Payment Dates on which interest on this Security shall be payable are June 15
and December 15 of each year, commencing on June 15, 2008. The
Regular Record Date for the interest payable on this Security on any Interest
Payment Date shall be the June 1 or December 1, as the case may be,
immediately preceding such Interest Payment Date. Interest will cease to accrue
on this Security upon its maturity, conversion, purchase by the Company at the
option of a holder or redemption.


 


Method of Payment


 


Payments in respect of
principal of and interest, if any, on the Securities shall be made by the
Company in immediately available funds.


 


Optional Redemption


 


No sinking fund is
provided for the Securities of this series. After December 20, 2011, the
Securities of this series are redeemable as a whole, or from time to time in
part, at any time at the


 


B-4

















 


option of the
Company at a redemption price (the “Redemption Price”) equal to the Principal
Amount plus accrued and unpaid interest up to but excluding the Redemption
Date. However, if the Redemption Date is after a Regular Record Date and on or
prior to the corresponding Interest Payment Date, the interest will be paid on
the Redemption Date to the person in whose name the Securities are registered
at the close of business on the Regular Record Date and not included in the
Redemption Price.


 


If the Company redeems
less than all of the outstanding Securities, the Trustee will select the
Securities to be redeemed (i) by lot, (ii) pro rata or (iii) by
any other method the Trustee considers fair and appropriate. If the Trustee
selects a portion of a Holder’s Securities for partial redemption and the
Holder converts a portion of the same Securities, the converted portion will be
deemed to be from the portion selected for redemption.


 


Notice of Redemption


 


Notice of redemption will
be mailed by first-class mail at least 30 days but not more than 60 days before
the Redemption Date to each Holder of Securities to be redeemed at its
registered address. Securities in denominations larger than $1,000 Principal
Amount may be redeemed in part, but only in whole multiples of $1,000. On and
after the Redemption Date, subject to the deposit with the Paying Agent of
funds sufficient to pay the Redemption Price, interest ceases to accrue on
Securities or portions thereof called for redemption.


 


Purchase of Securities at Option
of Holder Upon a Fundamental Change


 


At the option of the
Holder and subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase all or any part specified by the Holder (so
long as the Principal Amount of such part is $1,000 or an integral multiple of
$1,000 in excess thereof) of the Securities held by such Holder on a date
selected by the Company that is not less than 20 days and not more than 35 days
after the occurrence of a Fundamental Change (or a longer period if required by
law), at a Fundamental Change Purchase Price equal to the Principal Amount plus
accrued and unpaid interest up to but excluding the Fundamental Change Purchase
Date. However, if the Fundamental Change Purchase Date is after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, the
interest will be paid on the Interest Payment Date to the person in whose name
the Securities are registered at the close of business on the Regular Record
Date and not included in the Fundamental Change Purchase Price. The Holder
shall have the right to withdraw any Fundamental Change Purchase Notice (in
whole or in a portion thereof that is $1,000 Principal Amount or an integral
multiple of $1,000 in excess thereof) at any time prior to the close of
business on the Business Day prior to the Fundamental Change Purchase Date by
delivering a written notice of withdrawal to the Paying Agent in accordance
with the terms of the Indenture.


 


Conversion


 


A Holder of a Security
may convert the Principal Amount of such Security (or any portion thereof equal
to a Principal Amount of $1,000 or any integral multiple of a Principal Amount
of $1,000 in excess thereof) into, for each $1,000 Principal Amount of
Securities converted, cash and Ordinary Shares, if any, equal to the
sum of the Daily Settlement Amounts


 


B-5

















 


(such sum, the “Conversion Proceeds”) for each of the 20 VWAP Trading
Days during the relevant Conversion Period, at any time during the periods described below at the
Conversion Rate then in effect; provided,
however, that the Company will deliver
cash in lieu of fractional shares (including, without limitation, by check or
wire transfer) based upon the VWA Price on the last VWAP Trading Day in the
Conversion Period as described in the Indenture. The Securities may be
converted during any period in which one of the following conditions is satisfied:


 


(a) Conversion Based on Ordinary Share Price. During any
calendar quarter commencing at any time after March 31, 2008, and only
during such calendar quarter, if the Last Reported Sale Price for at least 20
Trading Days in the period of 30 consecutive Trading Days ending on the last
Trading Day of the preceding calendar quarter exceeds 130% of the Conversion
Price per share on the last day of such preceding calendar quarter. The Company
will determine at the beginning of each calendar quarter commencing at any time
after March 31, 2008 whether the Securities are convertible as a result of
the price of the Ordinary Shares and shall promptly notify the Trustee and the
Conversion Agent thereof. Upon determining that the Holders are entitled to
convert their Securities in accordance with this subsection (a), the Company
will promptly (1) issue a press release and use its reasonable efforts to
post such information on its website or otherwise publicly disclose this
information or (2) provide notice to the Holders in a manner contemplated
by the Indenture, including through the facilities of DTC. “Last Reported Sale
Price” on any date means the closing sale price per Ordinary Share (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 New York Stock Exchange or, if
the Ordinary Shares are not listed on the New York Stock Exchange, as reported
in composite transactions for the principal U.S. securities exchange on which
the Ordinary Shares are traded or, if the Ordinary Shares are not traded on such an
exchange, the market value of an Ordinary Share as determined by a nationally
recognized independent investment banking firm retained for this purpose by the
Company. As referred to in this paragraph, “Conversion Price” means $1,000
divided by the Conversion Rate.


 


(b) Conversion Based on Trading Price. Prior to the Stated
Maturity of the Securities, during the five (5) consecutive Business Days
immediately after any five (5) consecutive Trading Day period (such five (5) consecutive
Trading Day period, the “Note Measurement Period”) in which the average Trading
Price (calculated using the Trading Price for each of the Trading Days in the
Note Measurement Period) per $1,000 Principal Amount of the Securities was
equal to or less than ninety-eight percent (98%) of the average Conversion
Value during the Note Measurement Period (the “Trading Price Condition”), as determined
following a request by a Holder of the Securities in accordance with the
procedures described below. The Bid Solicitation Agent shall not have any
obligation to determine the Trading Price unless the Company has requested such
determination, and the Company shall have no obligation to make such request
unless a Holder of at least five million dollars ($5,000,000) in aggregate
Principal Amount of the Securities provides the Company with reasonable
evidence that the Trading Price per $1,000 Principal Amount of the Securities
would be equal to or less than ninety-eight percent (98%) of the Conversion
Value. Upon receipt of such evidence, the Company shall instruct the Bid
Solicitation Agent to determine the Trading Price per $1,000 Principal Amount of
the Securities for each of the five (5) successive Trading Days
immediately after the Company receives such evidence and on each Trading Day
thereafter until the first Trading Day on which


 


B-6

















 


the Trading Price
Condition is no longer satisfied. For purposes of this paragraph, the “Conversion
Value” per $1,000 Principal Amount of Securities, on a given Trading Day, means
the product of the Last Reported Sale Price on such Trading Day and the
Conversion Rate in effect on such Trading Day. Promptly after the Securities
become convertible into cash and, if applicable, Ordinary Shares in accordance
with this clause (b) and promptly after the Securities become no longer so
convertible in accordance with this clause (b), the Company shall give the
Conversion Agent and the Trustee notice thereof. Upon determining that the
Holders are entitled to convert their Securities in accordance with this
subsection (b), the Company will promptly (1) issue a press release and use
its reasonable efforts to post such information on its website or otherwise
publicly disclose this information or (2) provide notice to the Holders in
a manner contemplated by the Indenture, including through the facilities of
DTC.


 


Except as described
below, the “Trading Price,” as referred to in this subsection (b), of the
Securities on any day means the average secondary market bid quotations
obtained by the Bid Solicitation Agent for $5,000,000 Principal Amount of
Securities at approximately 4:00 p.m., New York City time, on such day
from three independent nationally recognized securities dealers to be selected
by the Company. However, if the Bid Solicitation Agent can reasonably obtain
only two such bids, then the average of the two bids will instead be used, and
if the Bid Solicitation Agent can reasonably obtain only one such bid, then
that one bid will be used. Even still, if on any given day: (a) the Bid
Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000
Principal Amount of Securities from an independent nationally recognized
securities dealer or (b) in the Company’s reasonable, good faith judgment,
the bid quotation or quotations that the Bid Solicitation Agent has obtained
are not indicative of the secondary market value of the Securities, then the
Trading Price per $1,000 Principal Amount of the Securities will be deemed to
be less than 98% of the Conversion Value on that day.


 


(c) Conversion Upon Occurrence of Specified Corporate Transactions.


 


(i) If the Company
elects to distribute to all holders of Ordinary Shares (A) rights or
warrants entitling them to subscribe for or purchase, for a period expiring
within 60 days after the record date for such distribution, Ordinary Shares at
less than the Last Reported Sale Price for the five (5) consecutive
Trading Days ending on the date immediately preceding the first public
announcement of such distribution, or (B) shares of capital stock,
evidence of indebtedness or other assets (excluding dividends or distributions
described in Sections 11.07(a) and 11.07(b) of the Indenture), which
distribution pursuant to clause (B), together with all other distributions
within the preceding 12 months (but not including any distributions made prior
to December 5, 2007), has a per share value exceeding 15% of the Last
Reported Sale Price for the five (5) consecutive Trading Days ending on
the date immediately preceding the first public announcement of the
distribution, then the Company must notify the Holders at least 25 scheduled
Trading Days prior to the Ex-dividend Date for such distribution. Once the
Company has given such notice, Holders may surrender their Securities for
conversion at any time until the earlier of the close of business on the
Business Day prior to the Ex-dividend Date or the day on which any announcement
by the Company that such distribution will not take place, even if the
Securities are not otherwise convertible at that time. No adjustment to the
ability of Holders to convert will be made if Holders are entitled to participate
in the distribution without conversion.


 


B-7

















 


(ii) If the Company
is a party to a Fundamental Change, at any time from or after the Effective
Date (or the date which is 15 days prior to the anticipated effective date of
the transaction described in Section 3.12(a)(ii) of the Indenture)
until the later of (a) the day before the Fundamental Change Purchase Date
and (b) 30 days after the actual effective date of such Fundamental
Change. After the Effective Date, settlement of the Conversion Value will be
based on the kind and amount of cash, securities or other assets of the Company
or another Person that a holder of Ordinary Shares received in such
transaction; provided that, for the avoidance of doubt, the Conversion Value
will be paid in cash and Reference Property in accordance with the terms of the
Indenture. The Company shall give written notice to the Holders and the Trustee
and the Conversion Agent of any such Fundamental Change and the anticipated
Effective Date, if applicable, and issue a press release providing the same
information no later than 15 days prior to the anticipated Effective Date,
unless such Fundamental Change is a Fundamental Change described in Section 3.12
(a)(i) or (a)(iii) of the Indenture in which case the Company shall
give such notice no later than the later of (x) one business day following
the Effective Date or (y) two business days following the date on which
officers of the Company first learned of such Fundamental Change following the
Effective Date of such Fundamental Change.


 


(iii) If the
Company is party to a combination, merger, recapitalization, reclassification,
binding share exchange or similar transaction or sale or conveyance of all or
substantially all of the Company’s property and assets, in each case pursuant
to which the Ordinary Shares would be converted into cash, securities or other
property that does not also constitute a Fundamental Change. In such event, a
Holder will have the right to convert the Securities at any time beginning 15
days prior to the anticipated effective date of such transaction and ending on
the 30th scheduled Trading Day following the effective date of such transaction.
The Company shall give written notice to the Holders and the Trustee of any
such transaction as promptly as practicable following the date the Company
publicly announces the transaction but in no event less than 15 days prior to
the anticipated effective date of the transaction.


 


(d) Conversion upon Notice of Redemption. If the Securities have
been called for redemption, at any time prior to the close of business on the
Business Day immediately preceding the Redemption Date.


 


(e) Conversion During Quarter Prior to Stated Maturity. At any
time on or after September 15, 2037 until the close of business on the
Business Day immediately preceding the Stated Maturity.


 


A Security in
respect of which a Holder has delivered a Repurchase Notice exercising the
option of such Holder to require the Company to purchase such Security may be
converted only if such notice of exercise is withdrawn in accordance with the
terms of the Indenture. The initial Conversion Rate is 5.9310 Ordinary Shares
per $1,000 Principal Amount, subject to adjustment in certain events described
in the Indenture.


 


Securities
surrendered for conversion after the close of business on any Regular Record
Date immediately preceding any Interest Payment Date and prior to the opening
of business of such Interest Payment Date must be accompanied by payment from
the Holder of an amount equal to the interest thereon that the registered
Holder is to receive from the Company on such


 


B-8

















 


Interest Payment Date; provided, however, that no such payment need be made (1) if
the Company has specified a Fundamental Change Purchase Date following a
Fundamental Change that is after the Regular Record Date and on or prior to the
next succeeding Interest Payment Date, (2) only to the extent of overdue
interest, if any overdue interest exists at the date of conversion with respect
to a Security, (3) if the Security is surrendered for conversion after the
Regular Record Date immediately preceding the Stated Maturity of the Security,
or (4) if the Security is surrendered in connection with a call for
redemption with a Redemption Date that is after the Regular Record Date and on
or prior to the next succeeding Interest Payment Date. Except where Securities
surrendered for conversion must be accompanied by payment as described above,
no interest on converted Securities will be payable by the Company on any
Interest Payment Date subsequent to the date of conversion.


 


A Holder may convert a
portion of a Security if the Principal Amount of such portion is $1,000 or an
integral multiple of $1,000. No payment or adjustment will be made for
dividends on the Ordinary Shares except as provided in the Indenture.


 


To convert a Security, a
Holder must (a) complete and manually sign the conversion notice set forth
below and deliver such notice to a Conversion Agent, (b) surrender the
Security to the Conversion Agent, (c) furnish appropriate endorsements and
transfer documents (including any certification that may be required under
applicable law) if required by the Conversion Agent, and (d) pay any
transfer or similar tax, if required.


 


Repurchase by the Company at the
Option of the Holder


 


Subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase, at
the option of the Holder, the Securities held by such Holder on December 15,
2011, December 14, 2012, December 15, 2017, December 15, 2022, December 15,
2027 and December 15, 2032 (each, a “Repurchase Date”), upon delivery of 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 such Repurchase Date and
upon delivery of the Securities to the Paying Agent by the Holder as set forth
in the Indenture.


 


The “Repurchase Price”
shall be equal to the Principal Amount plus accrued and unpaid interest up to
but excluding the Repurchase Date. If the Repurchase Date is after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, the
interest will be paid on the Interest Payment Date to the person in whose name
the Securities are registered at the close of business on the Regular Record
Date and not included in the Repurchase Price.


 


Holders have the right to
withdraw any Repurchase Notice by delivering to the Paying Agent a written
notice of withdrawal prior to the close of business on the Repurchase Date in
accordance with the provisions of the Indenture.


 


If cash sufficient to pay
the Repurchase Price of all Securities or portions thereof to be purchased as
of the Repurchase Date is deposited with the Paying Agent on the Business Day
following the Repurchase Date, interest ceases to accrue on such Securities (or
portions thereof)


 


B-9

















 


on such Repurchase
Date, and the Holder thereof shall have no other rights as such (other than the
right to receive the Repurchase Price upon surrender of such Security).


 


Tax Additional Amounts


 


The Company shall pay any
amounts due with respect to the payments on the Security without deduction or
withholding for any and all present and future withholding taxes, levies,
imposts and charges (each, a “Withholding Tax”) imposed by or for the account
of the Cayman Islands or any other jurisdiction in which the Company is resident
for tax purposes or any political subdivision or taxing authority of such
jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction
is required by law. If such deduction or withholding is at any time required,
the Company will (subject to compliance by such Holder with any relevant
administrative requirements) pay each Holder such additional amounts (“Tax
Additional Amounts”) as will result in such Holders receipt of such amounts as
it would have received had no such withholding or deduction been required.


 


If the Taxing
Jurisdiction requires the Company to deduct or withhold any Withholding Tax,
the Company will (subject to compliance by a Holder with any relevant
administrative requirements) pay such Tax Additional Amounts in respect of
principal amount, Redemption Price, Repurchase Price and interest (if any) in
accordance with the terms of the Security and the Indenture; provided, however, that
the foregoing shall not apply to:


 


(a)           any Withholding Tax which would not
be payable or due but for the fact that (1) the Holder of a Security (or a
fiduciary, settlor, beneficiary of, member or shareholder of, such Holder, if
such Holder is an estate, trust, partnership or corporation) is a domiciliary,
national or resident of, or engaging in business or maintaining a permanent
establishment or being physically present in, the Taxing Jurisdiction or
otherwise having some present or former connection with the Taxing Jurisdiction
other than the holding or ownership of the Security or the collection of
principal amount, Redemption Price, Repurchase Price and Interest (if any), in
accordance with the terms of the Security and the Indenture or the enforcement
of the Security or (2) where presentation is required, the Security was
presented more than 30 days after the date such payment became due or was
provided for, whichever is later;


 


(b)           any Withholding Tax attributable to
any estate, inheritance, gift, sales, transfer, excise, personal property or
similar tax, levy, impost or charge;


 


(c)           any Withholding Tax attributable to
any tax, levy, impost or charge which is payable otherwise than by withholding
from payment of principal amount, Redemption Price, Repurchase Price and
interest (if any);


 


(d)           any Withholding Tax which would not
have been imposed but for the failure to comply with certification,
information, documentation or other reporting requirements concerning the
nationality, residence, identity or connections with the relevant tax authority
of the Holder or beneficial owner of the Security, if this compliance is
required by statute or by regulation as a precondition to relief or exemption
from such Withholding Tax;


 


(e)           to the extent a Holder is entitled to
a refund or credit in such Taxing Jurisdiction of amounts required to be withheld
by such Taxing Jurisdiction; or


 


B-10

















 


(f)            any combination of the instances
described in (a) through (e).


 


With respect to clause
(e), above, in the absence of evidence satisfactory to the Company, the Company
may conclusively presume that a Holder of a Security is entitled to a refund or
credit of all amounts required to be withheld. The Company shall not be
required to pay any Tax Additional Amounts to any Holder of a Security who is a
fiduciary or partnership or other than the sole beneficial owner of the
Security to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member of such partnership or a beneficial owner thereof, would
not have been entitled to the payment of such Tax Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of the
Security.


 


Transfer


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the register of the Securities, upon surrender
of this Security for registration or transfer at the office or agency in a
Place of Payment for Securities of this series, duly endorsed by, or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Registrar duly executed by the Holder thereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of like tenor and of other authorized denominations and for the same aggregate
principal amount, executed by the Company and authenticated and delivered by
the Trustee, will be issued to the designated transferee or transferees.


 


The Securities of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations set forth therein and on the face of this
Security, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination as requested by the Holder surrendering the same.


 


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


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee or any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.


 


Amendment, Supplement and Waiver;
Limitation on Suits


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected (acting as one class). The Indenture also contains provisions
permitting the Holders of at least a majority in principal amount of the then
outstanding Securities of any series or of all series (acting as one class), to


 


B-11

















 


waive compliance
by the Company with certain existing or past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer hereof
or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.


 


Subject to the right of
the Holder of any Securities of this series to institute proceedings to enforce
the Holder’s right to receive payment of the principal thereof and interest
thereon (or repurchase price thereof) and any Tax Additional Amounts with
respect thereto and to receive shares on conversion, no Holder of the
Securities of this series shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy thereunder, unless


 


(1)           such Holder has previously given
written notice to the Trustee of a continuing Event of Default;


 


(2)           the Holders of not less than 25% in
principal amount of the then Outstanding Securities of this series shall have
made written request to the Trustee to pursue the remedy;


 


(3)           such Holder or Holders offer to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense to be incurred in compliance with such request;


 


(4)           the Trustee for 60 days after its
receipt of such request and offer of indemnity has failed to institute any such
proceeding; and


 


(5)           no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the
Holders of a majority in principal amount of the then outstanding Securities of
this series;


 


it being
understood and intended that no one or more of such Holders shall have the
right in any manner whatever by virtue of, or by availing of, any provision of
the Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under the Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.


 


Successor Corporation


 


When a successor Person
assumes all the obligations of its predecessor under the Securities and the
Indenture in accordance with the terms and conditions of the Indenture, the
predecessor Person will (except in certain circumstances specified in the
Indenture) be released from those obligations.


 


Defaults and Remedies


 


If an Event of Default
with respect to Securities of this series shall occur and be continuing, all
unpaid Principal Amount plus accrued and unpaid interest through the
acceleration date of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture.


 


B-12

















 


No Recourse Against Others


 


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


 


Indenture to Control; Governing
Law


 


In the case of any
conflict between the provisions of this Security and the Indenture, the
provisions of the Indenture shall control.


 


THE INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Definitions


 


All terms defined in the
Indenture and used in this Security but not specifically defined herein are
used herein as so defined.


 


B-13

















 


CONVERSION NOTICE


 


To convert this Security
into Ordinary Shares of the Company, check box: [ ]


 


To convert only part of
this Security, state the Principal Amount to be converted


 


(must be $1,000 or a
multiple of $1,000):
$                    .


 


If you want the shares
registered in another person’s name, fill in the form below:


 


B-14

















 


ASSIGNMENT FORM


 


To assign this Security,
fill in the form below and have your signature guaranteed: (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
  

  	
   

  	
  to transfer this
  Security on the books of the Company. The 

  
	
  agent may substitute
  another to act for him.

  
	
   

  
				



 


Dated:


 


 


	
  Your
  Name:

  
	
   

  
	
   

  	
   

  
	
   

  
	
  (Print your name
  exactly as it appears on the face of this Security)

  
	
   

  
	
  Your Signature:

  
	
   

  
	
   

  	
   

  
	
   

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

  



 


SIGNATURE GUARANTEE*:


 






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


 


B-15

















 


OPTION OF HOLDER TO ELECT
PURCHASE ON FUNDAMENTAL CHANGE


 


If you want to
elect to have this Security purchased, in whole or in part, by the Company
pursuant to Section 3.12 of the Indenture, check the following box: o


 


If you want to
have only part of this Security purchased by the Company pursuant to Section 3.12
of the Indenture, state the Principal Amount you want to be purchased (must be
$1,000 or a multiple of $1,000): $                         


 


 


	
  Your Signature:

  	
   

  	
  Date:

  	
   

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

  	
   

  
	
   

  
	
  *Signature guaranteed
  by: By

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
								



 


 






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


 


B-16
















ANNEX C


 


[FORM 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 SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., 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.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


FORM OF 1.50% SERIES C CONVERTIBLE
SENIOR NOTE


 


DUE DECEMBER 15, 2037


 


TRANSOCEAN INC.


 


	
  Issue Date:
  December 11, 2007

  	
   

  	
  Maturity:
  December 15, 2037

  



 


	
  Principal Amount: $

  	
   

  	
  CUSIP: 893830 AW9

  



 


	
  Registered: No. R-

  	
   

  	
  ISIN: US893830AW97

  



 


Transocean Inc., a Cayman
Islands exempted company limited by shares (herein called the “Company”, which
term includes any successor corporation under the indenture hereinafter
referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of [    ]
Dollars ($) on December 15, 2037 and to pay interest thereon and Tax
Additional Amounts, if any, in immediately available funds as specified on the
other side of this Security. This Security is convertible as specified on the
reverse of this Security.


 


Payment of the principal
of and interest on and Tax Additional Amounts, if any, with respect to this
Security will be made at the office or agency of the Company maintained for
that purpose in The City of New York, New York or Fort Worth, Texas in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and


 


C-1

















 


private debts;
provided, however, that at the option of the Company, payment of interest and Tax
Additional Amounts, if any, may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the register of
Securities or by wire transfer of immediately available funds to the accounts
designated by the Holder of this Security.


 


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


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


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


 


Dated:


 


	
   

  	
  TRANSOCEAN INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
  Assistant Secretary

  	
   

  
				



 


C-2

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
  Date of Authentication:

  	
   

  	
   

  
				



 


 


C-3

















 


[Reverse of Security]


 


TRANSOCEAN INC.


 


1.50% SERIES C CONVERTIBLE SENIOR
NOTE DUE DECEMBER 15, 2037


 


This Security is one of a
duly authorized issue of senior securities of the Company issued and to be
issued in one or more series under an Indenture, dated as of December 11,
2007, as amended by the First Supplemental Indenture thereto dated as of December 11,
2007, and the Second Supplemental Indenture thereto dated as of December 11,
2007 (as so amended, herein called the “Indenture”), between the Company and
Wells Fargo Bank, National Association, as trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), or their
respective predecessors, as applicable, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, which is initially in the
aggregate principal amount of $2,200,000,000.00. As used herein, the term “Securities”
means securities of the series designated on the face hereof except that, where
the context requires that such term be construed as including another series of
securities (e.g., where phrases such as “Securities
of each series” or “Securities of any series” or similar phrases are used), the
term “Securities” means securities of any series issued or to be issued under
the Indenture.


 


The Company may, without
the consent of the existing holders of the Securities, issue additional
Securities having the same ranking and the same interest rate, maturity and
other terms as the Securities. Any additional Securities having such similar
terms, together with the Securities, will constitute a single series of
Securities under the Indenture.


 


Interest


 


The rate at which this
Security shall bear interest shall be 1.50% per annum. The date from which
interest shall accrue for this Security shall be December 11, 2007. The
Interest Payment Dates on which interest on this Security shall be payable are June 15
and December 15 of each year, commencing on June 15, 2008. The
Regular Record Date for the interest payable on this Security on any Interest
Payment Date shall be the June 1 or December 1, as the case may be,
immediately preceding such Interest Payment Date. Interest will cease to accrue
on this Security upon its maturity, conversion, purchase by the Company at the
option of a holder or redemption.


 


Method of Payment


 


Payments in respect of
principal of and interest, if any, on the Securities shall be made by the
Company in immediately available funds.


 


Optional Redemption


 


No sinking fund is
provided for the Securities of this series. After December 20, 2012, the
Securities of this series are redeemable as a whole, or from time to time in
part, at any time at the 


 


C-4

















 


option of the Company
at a redemption price (the “Redemption Price”) equal to the Principal Amount
plus accrued and unpaid interest up to but excluding the Redemption Date.
However, if the Redemption Date is after a Regular Record Date and on or prior
to the corresponding Interest Payment Date, the interest will be paid on the
Redemption Date to the person in whose name the Securities are registered at
the close of business on the Regular Record Date and not included in the
Redemption Price.


 


If the Company redeems
less than all of the outstanding Securities, the Trustee will select the
Securities to be redeemed (i) by lot, (ii) pro rata or (iii) by
any other method the Trustee considers fair and appropriate. If the Trustee
selects a portion of a Holder’s Securities for partial redemption and the
Holder converts a portion of the same Securities, the converted portion will be
deemed to be from the portion selected for redemption.


 


Notice of Redemption


 


Notice of redemption will
be mailed by first-class mail at least 30 days but not more than 60 days before
the Redemption Date to each Holder of Securities to be redeemed at its
registered address. Securities in denominations larger than $1,000 Principal
Amount may be redeemed in part, but only in whole multiples of $1,000. On and
after the Redemption Date, subject to the deposit with the Paying Agent of
funds sufficient to pay the Redemption Price, interest ceases to accrue on
Securities or portions thereof called for redemption.


 


Purchase of Securities at Option
of Holder Upon a Fundamental Change


 


At the option of the
Holder and subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase all or any part specified by the Holder (so
long as the Principal Amount of such part is $1,000 or an integral multiple of
$1,000 in excess thereof) of the Securities held by such Holder on a date
selected by the Company that is not less than 20 days and not more than 35 days
after the occurrence of a Fundamental Change (or a longer period if required by
law), at a Fundamental Change Purchase Price equal to the Principal Amount plus
accrued and unpaid interest up to but excluding the Fundamental Change Purchase
Date. However, if the Fundamental Change Purchase Date is after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, the
interest will be paid on the Interest Payment Date to the person in whose name
the Securities are registered at the close of business on the Regular Record
Date and not included in the Fundamental Change Purchase Price. The Holder
shall have the right to withdraw any Fundamental Change Purchase Notice (in
whole or in a portion thereof that is $1,000 Principal Amount or an integral
multiple of $1,000 in excess thereof) at any time prior to the close of business
on the Business Day prior to the Fundamental Change Purchase Date by delivering
a written notice of withdrawal to the Paying Agent in accordance with the terms
of the Indenture.


 


Conversion


 


A Holder of a Security
may convert the Principal Amount of such Security (or any portion thereof equal
to a Principal Amount of $1,000 or any integral multiple of a Principal Amount
of $1,000 in excess thereof) into, for each $1,000 Principal Amount of
Securities converted, cash and Ordinary Shares, if any, equal to the sum of the Daily Settlement
Amounts 


 


C-5

















 


(such sum, the “Conversion Proceeds”) for each of the 20 VWAP Trading
Days during the relevant Conversion Period, at any time during the
periods described below at the Conversion Rate then in effect; provided, however, that the Company will deliver cash in lieu of
fractional shares (including, without limitation, by check or wire transfer)
based upon the VWA Price on the last VWAP Trading Day in the Conversion Period
as described in the Indenture. The Securities may be converted during any
period in which one of the following conditions is satisfied:


 


(a) Conversion Based on Ordinary Share Price. During any
calendar quarter commencing at any time after March 31, 2008, and only
during such calendar quarter, if the Last Reported Sale Price for at least 20
Trading Days in the period of 30 consecutive Trading Days ending on the last
Trading Day of the preceding calendar quarter exceeds 130% of the Conversion
Price per share on the last day of such preceding calendar quarter. The Company
will determine at the beginning of each calendar quarter commencing at any time
after March 31, 2008 whether the Securities are convertible as a result of
the price of the Ordinary Shares and shall promptly notify the Trustee and the
Conversion Agent thereof. Upon determining that the Holders are entitled to
convert their Securities in accordance with this subsection (a), the Company
will promptly (1) issue a press release and use its reasonable efforts to
post such information on its website or otherwise publicly disclose this
information or (2) provide notice to the Holders in a manner contemplated
by the Indenture, including through the facilities of DTC. “Last Reported Sale
Price” on any date means
the closing sale price per Ordinary Share (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 New York Stock Exchange or, if the Ordinary Shares
are not listed on the New York Stock Exchange, as reported in composite
transactions for the principal U.S. securities exchange on which the Ordinary
Shares are traded or, if the Ordinary Shares are not traded on such an
exchange, the market value of an Ordinary Share as determined by a nationally
recognized independent investment banking firm retained for this purpose by the
Company. As referred to in this paragraph, “Conversion Price” means $1,000
divided by the Conversion Rate.


 


(b) Conversion Based on Trading Price. Prior to the Stated
Maturity of the Securities, during the five (5) consecutive Business Days
immediately after any five (5) consecutive Trading Day period (such five (5) consecutive
Trading Day period, the “Note Measurement Period”) in which the average Trading
Price (calculated using the Trading Price for each of the Trading Days in the
Note Measurement Period) per $1,000 Principal Amount of the Securities was
equal to or less than ninety-eight percent (98%) of the average Conversion
Value during the Note Measurement Period (the “Trading Price Condition”), as
determined following a request by a Holder of the Securities in accordance with
the procedures described below. The Bid Solicitation Agent shall not have any
obligation to determine the Trading Price unless the Company has requested such
determination, and the Company shall have no obligation to make such request
unless a Holder of at least five million dollars ($5,000,000) in aggregate
Principal Amount of the Securities provides the Company with reasonable
evidence that the Trading Price per $1,000 Principal Amount of the Securities
would be equal to or less than ninety-eight percent (98%) of the Conversion
Value. Upon receipt of such evidence, the Company shall instruct the Bid
Solicitation Agent to determine the Trading Price per $1,000 Principal Amount
of the Securities for each of the five (5) successive Trading Days
immediately after the Company receives such evidence and on each Trading Day
thereafter until the first Trading Day on which 


 


C-6

















 


the Trading Price
Condition is no longer satisfied. For purposes of this paragraph, the “Conversion
Value” per $1,000 Principal Amount of Securities, on a given Trading Day, means
the product of the Last Reported Sale Price on such Trading Day and the
Conversion Rate in effect on such Trading Day. Promptly after the Securities
become convertible into cash and, if applicable, Ordinary Shares in accordance
with this clause (b) and promptly after the Securities become no longer so
convertible in accordance with this clause (b), the Company shall give the
Conversion Agent and the Trustee notice thereof. Upon determining that the
Holders are entitled to convert their Securities in accordance with this
subsection (b), the Company will promptly (1) issue a press release and
use its reasonable efforts to post such information on its website or otherwise
publicly disclose this information or (2) provide notice to the Holders in
a manner contemplated by the Indenture, including through the facilities of
DTC.


 


Except as described
below, the “Trading Price,” as referred to in this subsection (b), of the
Securities on any day means the average secondary market bid quotations
obtained by the Bid Solicitation Agent for $5,000,000 Principal Amount of
Securities at approximately 4:00 p.m., New York City time, on such day
from three independent nationally recognized securities dealers to be selected
by the Company. However, if the Bid Solicitation Agent can reasonably obtain
only two such bids, then the average of the two bids will instead be used, and
if the Bid Solicitation Agent can reasonably obtain only one such bid, then
that one bid will be used. Even still, if on any given day: (a) the Bid
Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000
Principal Amount of Securities from an independent nationally recognized
securities dealer or (b) in the Company’s reasonable, good faith judgment,
the bid quotation or quotations that the Bid Solicitation Agent has obtained
are not indicative of the secondary market value of the Securities, then the
Trading Price per $1,000 Principal Amount of the Securities will be deemed to
be less than 98% of the Conversion Value on that day.


 


(c) Conversion Upon Occurrence of Specified Corporate Transactions.


 


(i) If the Company
elects to distribute to all holders of Ordinary Shares (A) rights or
warrants entitling them to subscribe for or purchase, for a period expiring
within 60 days after the record date for such distribution, Ordinary Shares at
less than the Last Reported Sale Price for the five (5) consecutive
Trading Days ending on the date immediately preceding the first public
announcement of such distribution, or (B) shares of capital stock,
evidence of indebtedness or other assets (excluding dividends or distributions
described in Sections 11.07(a) and 11.07(b) of the Indenture), which
distribution pursuant to clause (B), together with all other distributions
within the preceding 12 months (but not including any distributions made prior
to December 5, 2007), has a per share value exceeding 15% of the Last
Reported Sale Price for the five (5) consecutive Trading Days ending on
the date immediately preceding the first public announcement of the
distribution, then the Company must notify the Holders at least 25 scheduled
Trading Days prior to the Ex-dividend Date for such distribution. Once the
Company has given such notice, Holders may surrender their Securities for
conversion at any time until the earlier of the close of business on the
Business Day prior to the Ex-dividend Date or the day on which any announcement
by the Company that such distribution will not take place, even if the
Securities are not otherwise convertible at that time. No adjustment to the
ability of Holders to convert will be made if Holders are entitled to
participate in the distribution without conversion.


 


C-7

















 


(ii) If the Company
is a party to a Fundamental Change, at any time from or after the Effective
Date (or the date which is 15 days prior to the anticipated effective date of
the transaction described in Section 3.12(a)(ii) of the Indenture)
until the later of (a) the day before the Fundamental Change Purchase Date
and (b) 30 days after the actual effective date of such Fundamental
Change. After the Effective Date, settlement of the Conversion Value will be
based on the kind and amount of cash, securities or other assets of the Company
or another Person that a holder of Ordinary Shares received in such
transaction; provided that, for the avoidance of doubt, the Conversion Value
will be paid in cash and Reference Property in accordance with the terms of the
Indenture. The Company shall give written notice to the Holders and the Trustee
and the Conversion Agent of any such Fundamental Change and the anticipated
Effective Date, if applicable, and issue a press release providing the same
information no later than 15 days prior to the anticipated Effective Date,
unless such Fundamental Change is a Fundamental Change described in Section 3.12
(a)(i) or (a)(iii) of the Indenture in which case the Company shall
give such notice no later than the later of (x) one business day following
the Effective Date or (y) two business days following the date on which
officers of the Company first learned of such Fundamental Change following the
Effective Date of such Fundamental Change.


 


(iii) If the
Company is party to a combination, merger, recapitalization, reclassification,
binding share exchange or similar transaction or sale or conveyance of all or
substantially all of the Company’s property and assets, in each case pursuant
to which the Ordinary Shares would be converted into cash, securities or other
property that does not also constitute a Fundamental Change. In such event, a
Holder will have the right to convert the Securities at any time beginning 15
days prior to the anticipated effective date of such transaction and ending on
the 30th scheduled Trading Day following the effective date of such transaction.
The Company shall give written notice to the Holders and the Trustee of any
such transaction as promptly as practicable following the date the Company
publicly announces the transaction but in no event less than 15 days prior to
the anticipated effective date of the transaction.


 


(d) Conversion upon Notice of Redemption. If the Securities have
been called for redemption, at any time prior to the close of business on the
Business Day immediately preceding the Redemption Date.


 


(e) Conversion During Quarter Prior to Stated Maturity. At any
time on or after September 15, 2037 until the close of business on the
Business Day immediately preceding the Stated Maturity.


 


A Security in
respect of which a Holder has delivered a Repurchase Notice exercising the
option of such Holder to require the Company to purchase such Security may be
converted only if such notice of exercise is withdrawn in accordance with the
terms of the Indenture. The initial Conversion Rate is 5.9310 Ordinary Shares
per $1,000 Principal Amount, subject to adjustment in certain events described
in the Indenture.


 


Securities surrendered
for conversion after the close of business on any Regular Record Date
immediately preceding any Interest Payment Date and prior to the opening of
business of such Interest Payment Date must be accompanied by payment from the
Holder of an amount equal to the interest thereon that the registered Holder is
to receive from the Company on such Interest


 


C-8

















 


Payment Date; provided, however, that no such payment need be made (1) if
the Company has specified a Fundamental Change Purchase Date following a
Fundamental Change that is after the Regular Record Date and on or prior to the
next succeeding Interest Payment Date, (2) only to the extent of overdue
interest, if any overdue interest exists at the date of conversion with respect
to a Security, (3) if the Security is surrendered for conversion after the
Regular Record Date immediately preceding the Stated Maturity of the Security,
or (4) if the Security is surrendered in connection with a call for
redemption with a Redemption Date that is after the Regular Record Date and on
or prior to the next succeeding Interest Payment Date. Except where Securities
surrendered for conversion must be accompanied by payment as described above,
no interest on converted Securities will be payable by the Company on any
Interest Payment Date subsequent to the date of conversion.


 


A Holder may convert a
portion of a Security if the Principal Amount of such portion is $1,000 or an
integral multiple of $1,000. No payment or adjustment will be made for
dividends on the Ordinary Shares except as provided in the Indenture.


 


To convert a Security, a
Holder must (a) complete and manually sign the conversion notice set forth
below and deliver such notice to a Conversion Agent, (b) surrender the
Security to the Conversion Agent, (c) furnish appropriate endorsements and
transfer documents (including any certification that may be required under
applicable law) if required by the Conversion Agent, and (d) pay any
transfer or similar tax, if required.


 


Repurchase by the Company at the
Option of the Holder


 


Subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase, at
the option of the Holder, the Securities held by such Holder on December 14,
2012, December 15, 2017, December 15, 2022, December 15, 2027
and December 15, 2032 (each, a “Repurchase Date”), upon delivery of 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 such Repurchase Date and upon
delivery of the Securities to the Paying Agent by the Holder as set forth in
the Indenture.


 


The “Repurchase Price”
shall be equal to the Principal Amount plus accrued and unpaid interest up to
but excluding the Repurchase Date. If the Repurchase Date is after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, the
interest will be paid on the Interest Payment Date to the person in whose name
the Securities are registered at the close of business on the Regular Record
Date and not included in the Repurchase Price.


 


Holders have the right to
withdraw any Repurchase Notice by delivering to the Paying Agent a written
notice of withdrawal prior to the close of business on the Repurchase Date in
accordance with the provisions of the Indenture.


 


If cash sufficient to pay
the Repurchase Price of all Securities or portions thereof to be purchased as
of the Repurchase Date is deposited with the Paying Agent on the Business Day
following the Repurchase Date, interest ceases to accrue on such Securities (or
portions thereof)


 


C-9

















 


on such Repurchase
Date, and the Holder thereof shall have no other rights as such (other than the
right to receive the Repurchase Price upon surrender of such Security).


 


Tax Additional Amounts


 


The Company shall pay any
amounts due with respect to the payments on the Security without deduction or
withholding for any and all present and future withholding taxes, levies,
imposts and charges (each, a “Withholding Tax”) imposed by or for the account
of the Cayman Islands or any other jurisdiction in which the Company is
resident for tax purposes or any political subdivision or taxing authority of
such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or
deduction is required by law. If such deduction or withholding is at any time
required, the Company will (subject to compliance by such Holder with any
relevant administrative requirements) pay each Holder such additional amounts (“Tax
Additional Amounts”) as will result in such Holders receipt of such amounts as
it would have received had no such withholding or deduction been required.


 


If the Taxing
Jurisdiction requires the Company to deduct or withhold any Withholding Tax,
the Company will (subject to compliance by a Holder with any relevant
administrative requirements) pay such Tax Additional Amounts in respect of
principal amount, Redemption Price, Repurchase Price and interest (if any) in
accordance with the terms of the Security and the Indenture; provided, however, that
the foregoing shall not apply to:


 


(a)           any Withholding Tax which would not
be payable or due but for the fact that (1) the Holder of a Security (or a
fiduciary, settlor, beneficiary of, member or shareholder of, such Holder, if
such Holder is an estate, trust, partnership or corporation) is a domiciliary,
national or resident of, or engaging in business or maintaining a permanent
establishment or being physically present in, the Taxing Jurisdiction or
otherwise having some present or former connection with the Taxing Jurisdiction
other than the holding or ownership of the Security or the collection of
principal amount, Redemption Price, Repurchase Price and Interest (if any), in
accordance with the terms of the Security and the Indenture or the enforcement
of the Security or (2) where presentation is required, the Security was
presented more than 30 days after the date such payment became due or was
provided for, whichever is later;


 


(b)           any Withholding Tax attributable to
any estate, inheritance, gift, sales, transfer, excise, personal property or
similar tax, levy, impost or charge;


 


(c)           any Withholding Tax attributable to
any tax, levy, impost or charge which is payable otherwise than by withholding
from payment of principal amount, Redemption Price, Repurchase Price and
interest (if any);


 


(d)           any Withholding Tax which would not
have been imposed but for the failure to comply with certification,
information, documentation or other reporting requirements concerning the
nationality, residence, identity or connections with the relevant tax authority
of the Holder or beneficial owner of the Security, if this compliance is
required by statute or by regulation as a precondition to relief or exemption
from such Withholding Tax;


 


(e)           to the extent a Holder is entitled to
a refund or credit in such Taxing Jurisdiction of amounts required to be
withheld by such Taxing Jurisdiction; or


 


C-10

















 


(f)            any combination of the instances
described in (a) through (e).


 


With respect to clause
(e), above, in the absence of evidence satisfactory to the Company, the Company
may conclusively presume that a Holder of a Security is entitled to a refund or
credit of all amounts required to be withheld. The Company shall not be
required to pay any Tax Additional Amounts to any Holder of a Security who is a
fiduciary or partnership or other than the sole beneficial owner of the
Security to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member of such partnership or a beneficial owner thereof, would
not have been entitled to the payment of such Tax Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of the
Security.


 


Transfer


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the register of the Securities, upon surrender of
this Security for registration or transfer at the office or agency in a Place
of Payment for Securities of this series, duly endorsed by, or accompanied by a
written instrument of transfer in form reasonably satisfactory to the Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of like tenor and of
other authorized denominations and for the same aggregate principal amount,
executed by the Company and authenticated and delivered by the Trustee, will be
issued to the designated transferee or transferees.


 


The Securities of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations set forth therein and on the face of this
Security, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination as requested by the Holder surrendering the same.


 


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


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee or any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.


 


Amendment, Supplement and Waiver;
Limitation on Suits


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected (acting as one class). The Indenture also contains provisions
permitting the Holders of at least a majority in principal amount of the then
outstanding Securities of any series or of all series (acting as one class), to



 


C-11

















 


waive compliance
by the Company with certain existing or past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.


 


Subject to the right of
the Holder of any Securities of this series to institute proceedings to enforce
the Holder’s right to receive payment of the principal thereof and interest
thereon (or repurchase price thereof) and any Tax Additional Amounts with
respect thereto and to receive shares on conversion, no Holder of the
Securities of this series shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy thereunder, unless


 


(1)           such Holder has previously given
written notice to the Trustee of a continuing Event of Default;


 


(2)           the Holders of not less than 25% in
principal amount of the then Outstanding Securities of this series shall have
made written request to the Trustee to pursue the remedy;


 


(3)           such Holder or Holders offer to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense to be incurred in compliance with such request;


 


(4)           the Trustee for 60 days after its
receipt of such request and offer of indemnity has failed to institute any such
proceeding; and


 


(5)           no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the
Holders of a majority in principal amount of the then outstanding Securities of
this series;


 


it being
understood and intended that no one or more of such Holders shall have the
right in any manner whatever by virtue of, or by availing of, any provision of
the Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under the Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


 


Successor Corporation


 


When a successor Person
assumes all the obligations of its predecessor under the Securities and the
Indenture in accordance with the terms and conditions of the Indenture, the
predecessor Person will (except in certain circumstances specified in the
Indenture) be released from those obligations.


 


Defaults and Remedies


 


If an Event of Default
with respect to Securities of this series shall occur and be continuing, all
unpaid Principal Amount plus accrued and unpaid interest through the
acceleration date of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture.


 


C-12

















 


No Recourse Against Others


 


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


 


Indenture to Control; Governing
Law


 


In the case of any
conflict between the provisions of this Security and the Indenture, the
provisions of the Indenture shall control.


 


THE INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Definitions


 


All terms defined in the
Indenture and used in this Security but not specifically defined herein are
used herein as so defined.


 


C-13

















 


CONVERSION NOTICE


 


To convert this Security
into Ordinary Shares of the Company, check box: [ ]


 


To convert only part of
this Security, state the Principal Amount to be converted


 


(must be $1,000 or a
multiple of $1,000):
$                .


 


If you want the shares
registered in another person’s name, fill in the form below:


 


C-14

















 


ASSIGNMENT FORM


 


To assign this Security,
fill in the form below and have your signature guaranteed: (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
  

  	
   

  	
  to transfer this
  Security on the books

  
	
  of the Company. The agent
  may substitute another to act for him.

  



 


Dated:


 


 


Your Name:


 


	
   

  	
   

  



 


(Print your name exactly
as it appears on the face of this Security)


 


Your Signature:


 


	
   

  	
   

  



 


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


 


SIGNATURE GUARANTEE*:


 






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


 


C-15

















 


OPTION OF HOLDER TO ELECT
PURCHASE ON FUNDAMENTAL CHANGE


 


If you want to
elect to have this Security purchased, in whole or in part, by the Company
pursuant to Section 3.12 of the Indenture, check the following box:  o


 


If you want to
have only part of this Security purchased by the Company pursuant to Section 3.12
of the Indenture, state the


	
  Principal Amount you
  want to be purchased (must be $1,000 or a multiple of $1,000): $

  	
   

  	
   

  



 


	
  Your Signature:

  	
   

  	
  Date:

  	
   

  



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


 


	
  *Signature guaranteed
  by:

  	
   

  



 


 


	
  By:

  	
   

  	
   

  



 


 






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


 


C-16

















 


SCHEDULE A


 


1.625% SERIES A
CONVERTIBLE SENIOR NOTE DUE DECEMBER 15, 2037


 


Share
Price


 


	
  Effective Date

  	
   

  	
  $

  	
  127.25

  	
   

  	
  $

  	
  130.00

  	
   

  	
  $

  	
  135.00

  	
   

  	
  $

  	
  145.00

  	
   

  	
  $

  	
  155.00

  	
   

  	
  $

  	
  168.61

  	
   

  	
  $

  	
  185.00

  	
   

  	
  $

  	
  200.00

  	
   

  	
  $

  	
  250.00

  	
   

  	
  $

  	
  300.00

  	
   

  	
  $

  	
  400.00

  	
   

  	
  $

  	
  500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 11, 2007

  	
   

  	
  1.9275

  	
   

  	
  1.8237

  	
   

  	
  1.6421

  	
   

  	
  1.3371

  	
   

  	
  1.0954

  	
   

  	
  0.8440

  	
   

  	
  0.6276

  	
   

  	
  0.4873

  	
   

  	
  0.2399

  	
   

  	
  0.1435

  	
   

  	
  0.0746

  	
   

  	
  0.0475

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2008

  	
   

  	
  1.9275

  	
   

  	
  1.8192

  	
   

  	
  1.6283

  	
   

  	
  1.3085

  	
   

  	
  1.0566

  	
   

  	
  0.7971

  	
   

  	
  0.5773

  	
   

  	
  0.4379

  	
   

  	
  0.2029

  	
   

  	
  0.1188

  	
   

  	
  0.0628

  	
   

  	
  0.0408

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2008

  	
   

  	
  1.9061

  	
   

  	
  1.7854

  	
   

  	
  1.5855

  	
   

  	
  1.2521

  	
   

  	
  0.9916

  	
   

  	
  0.7268

  	
   

  	
  0.5076

  	
   

  	
  0.3727

  	
   

  	
  0.1598

  	
   

  	
  0.0920

  	
   

  	
  0.0503

  	
   

  	
  0.0333

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2009

  	
   

  	
  1.8697

  	
   

  	
  1.7422

  	
   

  	
  1.5313

  	
   

  	
  1.1809

  	
   

  	
  0.9099

  	
   

  	
  0.6395

  	
   

  	
  0.4231

  	
   

  	
  0.2959

  	
   

  	
  0.1141

  	
   

  	
  0.0657

  	
   

  	
  0.0379

  	
   

  	
  0.0256

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2009

  	
   

  	
  1.8416

  	
   

  	
  1.7043

  	
   

  	
  1.4770

  	
   

  	
  1.1004

  	
   

  	
  0.8125

  	
   

  	
  0.5331

  	
   

  	
  0.3215

  	
   

  	
  0.2067

  	
   

  	
  0.0689

  	
   

  	
  0.0418

  	
   

  	
  0.0260

  	
   

  	
  0.0178

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2010

  	
   

  	
  1.8424

  	
   

  	
  1.6900

  	
   

  	
  1.4358

  	
   

  	
  1.0113

  	
   

  	
  0.6896

  	
   

  	
  0.3916

  	
   

  	
  0.1910

  	
   

  	
  0.1014

  	
   

  	
  0.0296

  	
   

  	
  0.0211

  	
   

  	
  0.0139

  	
   

  	
  0.0096

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 20, 2010

  	
   

  	
  1.9275

  	
   

  	
  1.7613

  	
   

  	
  1.4764

  	
   

  	
  0.9656

  	
   

  	
  0.5206

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 


 


1.50% SERIES B
CONVERTIBLE SENIOR NOTE DUE DECEMBER 15, 2037


 


Share
Price


 


	
  Effective Date

  	
   

  	
  $

  	
  127.25

  	
   

  	
  $

  	
  130.00

  	
   

  	
  $

  	
  135.00

  	
   

  	
  $

  	
  145.00

  	
   

  	
  $

  	
  155.00

  	
   

  	
  $

  	
  168.61

  	
   

  	
  $

  	
  185.00

  	
   

  	
  $

  	
  200.00

  	
   

  	
  $

  	
  250.00

  	
   

  	
  $

  	
  300.00

  	
   

  	
  $

  	
  400.00

  	
   

  	
  $

  	
  500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 11, 2007

  	
   

  	
  1.9275

  	
   

  	
  1.8326

  	
   

  	
  1.6665

  	
   

  	
  1.3855

  	
   

  	
  1.1601

  	
   

  	
  0.9214

  	
   

  	
  0.7101

  	
   

  	
  0.5684

  	
   

  	
  0.3005

  	
   

  	
  0.1829

  	
   

  	
  0.0902

  	
   

  	
  0.0538

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2008

  	
   

  	
  1.9275

  	
   

  	
  1.8332

  	
   

  	
  1.6602

  	
   

  	
  1.3683

  	
   

  	
  1.1353

  	
   

  	
  0.8900

  	
   

  	
  0.6752

  	
   

  	
  0.5330

  	
   

  	
  0.2711

  	
   

  	
  0.1616

  	
   

  	
  0.0794

  	
   

  	
  0.0480

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2008

  	
   

  	
  1.9141

  	
   

  	
  1.8064

  	
   

  	
  1.6275

  	
   

  	
  1.3269

  	
   

  	
  1.0882

  	
   

  	
  0.8392

  	
   

  	
  0.6240

  	
   

  	
  0.4839

  	
   

  	
  0.2348

  	
   

  	
  0.1368

  	
   

  	
  0.0675

  	
   

  	
  0.0414

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2009

  	
   

  	
  1.8816

  	
   

  	
  1.7698

  	
   

  	
  1.5845

  	
   

  	
  1.2743

  	
   

  	
  1.0298

  	
   

  	
  0.7775

  	
   

  	
  0.5632

  	
   

  	
  0.4267

  	
   

  	
  0.1948

  	
   

  	
  0.1109

  	
   

  	
  0.0555

  	
   

  	
  0.0347

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2009

  	
   

  	
  1.8508

  	
   

  	
  1.7338

  	
   

  	
  1.5400

  	
   

  	
  1.2170

  	
   

  	
  0.9646

  	
   

  	
  0.7078

  	
   

  	
  0.4946

  	
   

  	
  0.3628

  	
   

  	
  0.1528

  	
   

  	
  0.0851

  	
   

  	
  0.0441

  	
   

  	
  0.0282

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2010

  	
   

  	
  1.8271

  	
   

  	
  1.7028

  	
   

  	
  1.4973

  	
   

  	
  1.1560

  	
   

  	
  0.8920

  	
   

  	
  0.6283

  	
   

  	
  0.4163

  	
   

  	
  0.2910

  	
   

  	
  0.1095

  	
   

  	
  0.0605

  	
   

  	
  0.0332

  	
   

  	
  0.0217

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2010

  	
   

  	
  1.8136

  	
   

  	
  1.6788

  	
   

  	
  1.4558

  	
   

  	
  1.0867

  	
   

  	
  0.8045

  	
   

  	
  0.5300

  	
   

  	
  0.3208

  	
   

  	
  0.2063

  	
   

  	
  0.0660

  	
   

  	
  0.0380

  	
   

  	
  0.0227

  	
   

  	
  0.0152

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2011

  	
   

  	
  1.8257

  	
   

  	
  1.6749

  	
   

  	
  1.4238

  	
   

  	
  1.0052

  	
   

  	
  0.6883

  	
   

  	
  0.3940

  	
   

  	
  0.1939

  	
   

  	
  0.1029

  	
   

  	
  0.0276

  	
   

  	
  0.0190

  	
   

  	
  0.0123

  	
   

  	
  0.0083

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 20, 2011

  	
   

  	
  1.9275

  	
   

  	
  1.7613

  	
   

  	
  1.4764

  	
   

  	
  0.9656

  	
   

  	
  0.5206

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 


D-1

















 


1.50%
SERIES C CONVERTIBLE SENIOR NOTE DUE DECEMBER 15, 2037


 


Share
Price


 


	
  Effective Date

  	
   

  	
  $

  	
  127.25

  	
   

  	
  $

  	
  130.00

  	
   

  	
  $

  	
  135.00

  	
   

  	
  $

  	
  145.00

  	
   

  	
  $

  	
  155.00

  	
   

  	
  $

  	
  168.61

  	
   

  	
  $

  	
  185.00

  	
   

  	
  $

  	
  200.00

  	
   

  	
  $

  	
  250.00

  	
   

  	
  $

  	
  300.00

  	
   

  	
  $

  	
  400.00

  	
   

  	
  $

  	
  500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 11, 2007

  	
   

  	
  1.9275

  	
   

  	
  1.8396

  	
   

  	
  1.6844

  	
   

  	
  1.4205

  	
   

  	
  1.2071

  	
   

  	
  0.9786

  	
   

  	
  0.7729

  	
   

  	
  0.6322

  	
   

  	
  0.3548

  	
   

  	
  0.2239

  	
   

  	
  0.1124

  	
   

  	
  0.0664

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2008

  	
   

  	
  1.9275

  	
   

  	
  1.8417

  	
   

  	
  1.6810

  	
   

  	
  1.4086

  	
   

  	
  1.1892

  	
   

  	
  0.9553

  	
   

  	
  0.7464

  	
   

  	
  0.6047

  	
   

  	
  0.3306

  	
   

  	
  0.2053

  	
   

  	
  0.1023

  	
   

  	
  0.0608

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2008

  	
   

  	
  1.9173

  	
   

  	
  1.8182

  	
   

  	
  1.6534

  	
   

  	
  1.3748

  	
   

  	
  1.1514

  	
   

  	
  0.9147

  	
   

  	
  0.7053

  	
   

  	
  0.5650

  	
   

  	
  0.2994

  	
   

  	
  0.1827

  	
   

  	
  0.0905

  	
   

  	
  0.0541

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2009

  	
   

  	
  1.8878

  	
   

  	
  1.7860

  	
   

  	
  1.6169

  	
   

  	
  1.3320

  	
   

  	
  1.1048

  	
   

  	
  0.8660

  	
   

  	
  0.6571

  	
   

  	
  0.5189

  	
   

  	
  0.2649

  	
   

  	
  0.1585

  	
   

  	
  0.0783

  	
   

  	
  0.0473

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2009

  	
   

  	
  1.8594

  	
   

  	
  1.7543

  	
   

  	
  1.5798

  	
   

  	
  1.2870

  	
   

  	
  1.0549

  	
   

  	
  0.8132

  	
   

  	
  0.6046

  	
   

  	
  0.4691

  	
   

  	
  0.2284

  	
   

  	
  0.1338

  	
   

  	
  0.0664

  	
   

  	
  0.0407

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2010

  	
   

  	
  1.8357

  	
   

  	
  1.7262

  	
   

  	
  1.5448

  	
   

  	
  1.2413

  	
   

  	
  1.0026

  	
   

  	
  0.7566

  	
   

  	
  0.5480

  	
   

  	
  0.4154

  	
   

  	
  0.1904

  	
   

  	
  0.1089

  	
   

  	
  0.0548

  	
   

  	
  0.0342

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2010

  	
   

  	
  1.8160

  	
   

  	
  1.7007

  	
   

  	
  1.5100

  	
   

  	
  1.1925

  	
   

  	
  0.9447

  	
   

  	
  0.6929

  	
   

  	
  0.4842

  	
   

  	
  0.3554

  	
   

  	
  0.1503

  	
   

  	
  0.0841

  	
   

  	
  0.0436

  	
   

  	
  0.0279

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2011

  	
   

  	
  1.8007

  	
   

  	
  1.6778

  	
   

  	
  1.4748

  	
   

  	
  1.1380

  	
   

  	
  0.8777

  	
   

  	
  0.6181

  	
   

  	
  0.4097

  	
   

  	
  0.2865

  	
   

  	
  0.1083

  	
   

  	
  0.0600

  	
   

  	
  0.0329

  	
   

  	
  0.0215

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2011

  	
   

  	
  1.7951

  	
   

  	
  1.6614

  	
   

  	
  1.4403

  	
   

  	
  1.0745

  	
   

  	
  0.7952

  	
   

  	
  0.5239

  	
   

  	
  0.3174

  	
   

  	
  0.2043

  	
   

  	
  0.0657

  	
   

  	
  0.0378

  	
   

  	
  0.0226

  	
   

  	
  0.0150

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2012

  	
   

  	
  1.8158

  	
   

  	
  1.6656

  	
   

  	
  1.4154

  	
   

  	
  0.9987

  	
   

  	
  0.6835

  	
   

  	
  0.3910

  	
   

  	
  0.1925

  	
   

  	
  0.1023

  	
   

  	
  0.0275

  	
   

  	
  0.0188

  	
   

  	
  0.0121

  	
   

  	
  0.0081

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 20, 2012

  	
   

  	
  1.9275

  	
   

  	
  1.7613

  	
   

  	
  1.4764

  	
   

  	
  0.9656

  	
   

  	
  0.5206

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 


D-2