Exhibit
4.1


 




 





GENERAL MILLS,
INC.,

the Company


to


THE BANK OF NEW
YORK TRUST COMPANY, N.A.,

as Trustee


INDENTURE


Dated as of April
11, 2007


$1,150,000,000
Floating Rate Convertible Senior Notes

due April 11, 2037




 


















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  ARTICLE I

  
	
  DEFINITIONS AND
  OTHER PROVISIONS OF GENERAL APPLICATION

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01. Definition of Terms

  	
   

  	
  1

  
	
  SECTION 1.02. Other Definitions

  	
   

  	
  9

  
	
  SECTION 1.03. Compliance Certificates and Opinions

  	
   

  	
  10

  
	
  SECTION 1.04. Form of Documents Delivered to Trustee

  	
   

  	
  10

  
	
  SECTION 1.05. Acts of Holders

  	
   

  	
  11

  
	
  SECTION 1.06. Notices, etc,

  	
   

  	
  12

  
	
  SECTION 1.07. Notices to Holders; Waiver

  	
   

  	
  12

  
	
  SECTION 1.08. TIA

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  GENERAL TERMS
  AND CONDITIONS OF THE SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01. Designation, Principal Amount and
  Authorized Denomination

  	
   

  	
  13

  
	
  SECTION 2.02. Maturity

  	
   

  	
  13

  
	
  SECTION 2.03. Form and Terms of Securities

  	
   

  	
  13

  
	
  SECTION 2.04. Global Securities

  	
   

  	
  13

  
	
  SECTION 2.05. Payment of Principal; Interest Rate
  and Payment Dates; Additional Interest

  	
   

  	
  13

  
	
  SECTION 2.06. Method of Payment

  	
   

  	
  15

  
	
  SECTION 2.07. Transfer and Exchange

  	
   

  	
  16

  
	
  SECTION 2.08. Paying Agent

  	
   

  	
  18

  
	
  SECTION 2.09. Execution, Authentication and Delivery

  	
   

  	
  19

  
	
  SECTION 2.10. Mutilated, Defaced, Destroyed, Lost
  and Stolen Securities or Coupons

  	
   

  	
  19

  
	
  SECTION 2.11. Persons Deemed Owners

  	
   

  	
  20

  
	
  SECTION 2.12. Cancellation of Securities;
  Destruction Thereof

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  REPURCHASES AND
  REDEMPTION

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01. Redemption at the Option of the
  Company

  	
   

  	
  21

  
	
  SECTION 3.02. Repurchase at the Option of the Holder
  on Specified Dates

  	
   

  	
  23

  
	
  SECTION 3.03. Repurchase at Option of the Holder
  Upon a Change in Control

  	
   

  	
  26

  
	
  SECTION 3.04. Effect of Repurchase Notice or Change
  in Control Repurchase Notice

  	
   

  	
  29

  
	
  SECTION 3.05. Deposit of Repurchase Price or Change
  in Control Repurchase Price

  	
   

  	
  29

  
	
  SECTION 3.06. Securities Repurchased in Part

  	
   

  	
  30

  
	
  SECTION 3.07. Covenant to Comply with Securities
  Laws Upon Repurchase of Securities

  	
   

  	
  30

  



 



 i
 








 


 


	
  SECTION 3.08. Repayment to the Company

  	
   

  	
  30

  
	
  SECTION 3.09. No Sinking Fund

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01. Delivery of Certain Information

  	
   

  	
  30

  
	
  SECTION 4.02. Payment of Principal and Interest;
  Compliance with Terms

  	
   

  	
  31

  
	
  SECTION 4.03. Maintenance of Agency

  	
   

  	
  31

  
	
  SECTION 4.04. Money for Security Payments To Be Held
  in Trust

  	
   

  	
  31

  
	
  SECTION 4.05. Certification of Compliance of the
  Company

  	
   

  	
  32

  
	
  SECTION 4.06. Corporate Existence

  	
   

  	
  32

  
	
  SECTION 4.07. Waiver of Covenants

  	
   

  	
  33

  
	
  SECTION 4.08. Requirement to Deliver Reports

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  CONVERSION

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01. Conversion Privilege

  	
   

  	
  33

  
	
  SECTION 5.02. Conversion Procedure

  	
   

  	
  36

  
	
  SECTION 5.03. Taxes on Conversion

  	
   

  	
  37

  
	
  SECTION 5.04. Company to Provide Stock

  	
   

  	
  37

  
	
  SECTION 5.05. Adjustment of Conversion Rate

  	
   

  	
  38

  
	
  SECTION 5.06. No Adjustment

  	
   

  	
  45

  
	
  SECTION 5.07. Equivalent Adjustments

  	
   

  	
  46

  
	
  SECTION 5.08. Adjustment for Tax Purposes

  	
   

  	
  46

  
	
  SECTION 5.09. Notice of Adjustment

  	
   

  	
  46

  
	
  SECTION 5.10. Notice of Certain Transactions

  	
   

  	
  46

  
	
  SECTION 5.11.
  Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on
  Conversion Privilege

  	
   

  	
  47

  
	
  SECTION 5.12. Trustee’s and Agent’s Disclaimer

  	
   

  	
  48

  
	
  SECTION 5.13. Voluntary Increase

  	
   

  	
  49

  
	
  SECTION 5.14. Payment Upon Conversion; Daily
  Conversion Value of Securities Surrendered

  	
   

  	
  49

  
	
  SECTION 5.15. Simultaneous Adjustments

  	
   

  	
  50

  
	
  SECTION 5.16. Conversion Agent

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  INTENTIONALLY
  OMITTED

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01. Events of Default and Defaults

  	
   

  	
  50

  
	
  SECTION 7.02. Acceleration of Maturity; Rescission
  and Annulment

  	
   

  	
  52

  
	
  SECTION 7.03. Collection of Indebtedness and Suits
  for Enforcement by Trustee

  	
   

  	
  53

  



 



 ii
 








 


 


	
  SECTION 7.04. Trustee May File Proofs of Claim

  	
   

  	
  54

  
	
  SECTION 7.05. Trustee May Enforce Claims Without
  Possession of Securities

  	
   

  	
  54

  
	
  SECTION 7.06. Application of Money Collected

  	
   

  	
  55

  
	
  SECTION 7.07. Limitation on Suits

  	
   

  	
  55

  
	
  SECTION 7.08. Unconditional Right of Holders To
  Receive Principal and Interest

  	
   

  	
  56

  
	
  SECTION 7.09. Restoration of Rights and Remedies

  	
   

  	
  56

  
	
  SECTION 7.10. Rights and Remedies Cumulative

  	
   

  	
  56

  
	
  SECTION 7.11. Delay or Omission Not Waiver

  	
   

  	
  56

  
	
  SECTION 7.12. Control by Security Holders

  	
   

  	
  56

  
	
  SECTION 7.13. Waiver of Past Defaults

  	
   

  	
  57

  
	
  SECTION 7.14. Undertaking for Costs

  	
   

  	
  57

  
	
  SECTION 7.15. Waiver of Stay or Extension Laws

  	
   

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01. Certain Duties and Responsibilities

  	
   

  	
  58

  
	
  SECTION 8.02. Notice of Defaults

  	
   

  	
  58

  
	
  SECTION 8.03. Certain Rights of Trustee

  	
   

  	
  58

  
	
  SECTION 8.04. Not Responsible for Recitals or
  Issuance of Securities

  	
   

  	
  60

  
	
  SECTION 8.05. May Hold Securities

  	
   

  	
  60

  
	
  SECTION 8.06. Money Held in Trust

  	
   

  	
  60

  
	
  SECTION 8.07. Compensation and Reimbursement

  	
   

  	
  60

  
	
  SECTION 8.08. Qualification of Trustee; Conflicting
  Interests

  	
   

  	
  61

  
	
  SECTION 8.09. Persons Eligible for Appointment as
  Trustee

  	
   

  	
  61

  
	
  SECTION 8.10. Resignation and Removal; Appointment
  of Successor

  	
   

  	
  61

  
	
  SECTION 8.11. Acceptance of Appointment by Successor

  	
   

  	
  62

  
	
  SECTION 8.12. Merger, Conversion, Consolidation or
  Succession to Business of Trustee

  	
   

  	
  63

  
	
  SECTION 8.13. Preferential Collection of Claims
  Against Company

  	
   

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE OR TRANSFER

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01. Company May Consolidate, etc,

  	
   

  	
  63

  
	
  SECTION 9.02. Successor Corporation Substituted for
  Company

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  SATISFACTION AND
  DISCHARGE OF INDENTURE

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01. Satisfaction and Discharge of
  Securities

  	
   

  	
  64

  
	
  SECTION 10.02. Satisfaction and Discharge of
  Indenture

  	
   

  	
  64

  
	
  SECTION 10.03. Application of Trust Money

  	
   

  	
  65

  
	
  SECTION 10.04. Repayment of Moneys Held by Paying
  Agent

  	
   

  	
  65

  



 



 iii
 








 


 


	
  ARTICLE XI

  
	
  IMMUNITY OF
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01. Exemption from Individual Liability

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
  HOLDERS’
  MEETINGS

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01. Purposes of Meetings

  	
   

  	
  66

  
	
  SECTION 12.02. Call of Meetings by Trustee

  	
   

  	
  66

  
	
  SECTION 12.03. Call of Meetings by Company or
  Holders

  	
   

  	
  66

  
	
  SECTION 12.04. Qualifications for Voting

  	
   

  	
  66

  
	
  SECTION 12.05. Regulations

  	
   

  	
  67

  
	
  SECTION 12.06. Voting

  	
   

  	
  67

  
	
  SECTION 12.07. No Delay of Rights by Meeting

  	
   

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
  SECURITY
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01. Company To Furnish Trustee Names and
  Addresses of Holders

  	
   

  	
  68

  
	
  SECTION 13.02. Preservation of Information;
  Communications to Holders

  	
   

  	
  68

  
	
  SECTION 13.03. Reports by Trustee

  	
   

  	
  68

  
	
  SECTION 13.04. Reports by Company

  	
   

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  	
   

  
	
  SECTION 14.01. Supplemental Indentures Without
  Consent of Security Holders

  	
   

  	
  69

  
	
  SECTION 14.02. Supplemental Indentures with Consent
  of Security Holders

  	
   

  	
  70

  
	
  SECTION 14.03. Execution of Supplemental Indentures

  	
   

  	
  71

  
	
  SECTION 14.04. Effect of Supplemental Indentures

  	
   

  	
  71

  
	
  SECTION 14.05. Conformity with TIA

  	
   

  	
  71

  
	
  SECTION 14.06. Reference in Securities to
  Supplemental Indentures

  	
   

  	
  71

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 15.01. Governing Law

  	
   

  	
  71

  
	
  SECTION 15.02. Counterparts

  	
   

  	
  72

  
	
  SECTION 15.03. Trustee Not Responsible for Recitals

  	
   

  	
  72

  
	
  SECTION 15.04. TIA Controls

  	
   

  	
  72

  
	
  SECTION 15.05. Effect of Headings and Table of
  Contents

  	
   

  	
  72

  
	
  SECTION 15.06. Successors and Assigns

  	
   

  	
  72

  
	
  SECTION 15.07. Separability Clause

  	
   

  	
  72

  



 



 iv
 








 


 


	
  SECTION 15.08. Benefits of Indenture

  	
   

  	
  72

  
	
   

  
	
  EXHIBIT A

  	
   

  	
  Form of Security

  
	
  EXHIBIT B

  	
   

  	
  Transfer Certificate

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
   

  	
  Additional Shares

  
					



 



 v














INDENTURE, dated as of April 11, 2007 (the “Indenture”),
between GENERAL MILLS, INC., a Delaware corporation (the “Company”) and
THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as
trustee (the “Trustee”).


RECITALS


The Company has duly authorized the execution and
delivery of this Indenture to provide for establishment, authentication and
issuance of securities to be known as the Company’s “Floating Rate Convertible
Senior Notes due April 11, 2037” (the “Securities”), the form and substance
of such Securities and the terms, provisions and conditions thereof to be set
forth as provided in this Indenture.


The Trustee deems it appropriate to serve as trustee
on terms hereinafter provided and, to provide therefor, the Trustee has duly authorized
the execution and delivery of this Indenture.


All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, and for the purpose of
setting forth, as provided in this Indenture, the form and substance of the
Securities and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:


ARTICLE
I


DEFINITIONS
AND OTHER PROVISIONS

OF GENERAL APPLICATION


SECTION 1.01. 
Definition of Terms. 
Unless the context otherwise requires:


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


(b) 
the singular includes the plural and vice versa;


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


(d) 
all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;


(e) 
unless the context otherwise requires, any reference to an “Article” or “Section”
refers to an Article or a Section, as the case may be, of this Indenture;











(f) 
the words “herein”, “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision;


(g) 
any reference herein to any Person shall be construed to include such
Person’s successors and assigns; and


(h) 
the following terms have the meanings given to them in this
Section 1.01(h):


“1-month LIBOR” means:


(i)            the
rate for one-month deposits in United States dollars commencing on the related
LIBOR Rate Reset Date, that appears on the Moneyline Telerate Page 3750 as of
11:00 a.m., London time, on the LIBOR Determination Date; or


(ii)           if
no rate appears on the particular LIBOR Determination Date on the Moneyline
Telerate Page 3750, the rate calculated by the Trustee as the arithmetic mean
of at least two offered quotations obtained by the Trustee after requesting the
principal London offices of each of four major reference banks in the London
interbank market to provide the Trustee with its offered quotation for deposits
in United States dollars for the period of one month, commencing on the related
LIBOR Rate Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that LIBOR Determination Date and in
a principal amount that is representative for a single transaction in United
States dollars in that market at that time; or


(iii)          if fewer than two offered quotations referred
to in clause (ii) above are provided as requested, the rate calculated by
the Trustee as the arithmetic mean of the rates quoted at approximately 11:00
a.m., New York time, on the particular LIBOR Determination Date by three major
banks in The City of New York selected by the Trustee, for loans in U.S.
dollars to leading European banks for a period of one month and in a principal
amount that is representative for a single transaction in United States dollars
in that market at that time; or


(iv)          if
the banks so selected by the Trustee are not quoting as mentioned in clause
(iii) above, 1-month LIBOR in effect on the particular LIBOR Determination
Date.


“Additional Interest” means Default Additional
Interest and Registration Rights Additional Interest.


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



 2
 








“Applicable Procedures” means, with respect to
any transfer or transaction involving a global security or beneficial interests
therein, or involving a Security in definitive form, the rules and procedures
of the depositary for such global security or such Security in definitive form,
as the case may be, in each case to the extent applicable to such transaction
as in effect from time to time.


“Authorized Newspaper” means the national
edition of the Wall Street Journal, the New York Times or other nationally
circulated newspaper.


“Beneficial Owner” has the meaning determined
in accordance with Rules 13d-3 and 13d-5 promulgated by the Commission
under the Exchange Act, or any successor provision, except that (i) a
Person shall be deemed to have “beneficial ownership” of all shares of the
Common Stock that the Person has the right to acquire, whether exercisable
immediately or only after the passage of time and (ii) any percentage of
beneficial ownership shall be determined using the definition in
clause (i) in both the numerator and the denominator.


“Board of Directors” means the Board of
Directors of the Company or the executive committee of such Board of Directors
or other committee duly authorized to act on behalf of the Board of Directors
with regard to a given matter.


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


“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is (i) not a day on which banking institutions in
The City of New York, New York are
authorized or obligated by law or executive order to close and (ii) also
a London Banking Day.


“Capital Stock” for any corporation, limited
liability company or partnership means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that entity, but excluding
from all of the foregoing any debt securities convertible into Capital Stock,
whether or not such debt securities include any right of participation with
Capital Stock.


“Change in Control” means the occurrence of one
or more of the following events: (i) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of the Company’s properties and assets, to any Person or
group of related Persons (other than one of the Company’s Subsidiaries), as
defined in Section 13(d) of the Exchange Act (a “Group”);
(ii) the approval by the holders of Common Stock of any plan or proposal
for the Company’s liquidation or dissolution, whether or not otherwise in
compliance with the provisions of this Indenture; (iii) any Person or
Group, other than the Company or any of its Subsidiaries or any employee
benefit plan of the Company or any of its
Subsidiaries, becoming the beneficial owner, directly or indirectly, of shares
of, the Company’s voting stock representing more than 50% of the
aggregate ordinary voting power represented by the Company’s issued and
outstanding Voting Shares; or (iv) the first day on which a majority of
the members of the Board of Directors are not Continuing Directors.


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



 3
 








“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act,
or, if at any time after the execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the TIA, then
the body performing such duties at such time.


“Common Stock” shall mean shares of the Company’s
Common Stock, $0.10 par value per share, as they exist on the date of this
Indenture or any other shares of Capital Stock of the Company into which such
Common Stock shall be reclassified, exchanged, converted or changed, including,
subject to Section 5.01(c) and Section 5.11(a), in the event of a merger,
consolidation or other similar transaction involving the Company that is
otherwise permitted hereunder in which the Company is not the surviving Person.


“Common Stock Price” on any date means the
closing sale price per share, or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the average
of the average bid and the average ask prices on such date for the Common Stock
(or the Public Acquirer Common Stock, as the case may be) as reported in
composite transactions on The New York Stock Exchange or the principal U.S.
securities exchange on which the Common Stock is traded.  If the Common Stock is not so traded, the
Common Stock Price will be the average of the mid-point of the last bid and
asked prices for the Common Stock (or the Public Acquirer Common Stock, as the
case may be) on the relevant date quoted by each of at least three nationally
recognized independent investment banking firms selected by the Company for
this purpose.


“Company Request” or “Company Order”
means a written request or order signed in the name of the Company by its Chairman
or any Vice Chairman of the Board of Directors, President, any Vice President,
its Treasurer, any Assistant Treasurer, its Controller, any Assistant
Controller, Secretary or any Assistant Secretary, and delivered to the Trustee.


“Continuing Directors” means, as of any date of
determination, any member of the Board of Directors who (a) was a member
of such Board of Directors as of the date of this Indenture or (b) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.


“Conversion Price” means a price per share of
Common Stock equal to $1,000 divided by the applicable Conversion Rate.


“Conversion Rate” means ten (10) of shares of
Common Stock per $1,000 principal amount of Securities as of the date of this
Indenture, subject to the adjustments described in Article V.


“Current
Market Price” of the Common Stock on any day means the average of
the Common Stock Prices per share of the Common Stock for each of the ten
consecutive Trading Days ending on the earlier of the day in question and the
day before the Ex-Dividend Date with respect to the issuance or distribution
requiring such computation, subject to adjustment by the Board of Directors if
another transaction requiring an adjustment to the Conversion Rate pursuant to
this Indenture occurs during such ten Trading Day period.



 4
 








“Daily Conversion Value” means, for each of the
ten consecutive Trading Days during the Observation Period, one-tenth of the
product of (i) the Conversion Rate on such Trading Day and (ii) the
Common Stock Price of the Common Stock (or the value of the consideration into
which one share of Common Stock has been exchanged in connection with certain
corporate transactions contemplated by this Indenture) on such Trading Day.


“Daily Settlement Amount” for each of the ten
Trading Days during the Observation Period consists of: (i) an amount in
cash equal to the lesser of $100 and the Daily Conversion Value relating to
such Trading Day; and (ii) to the extent such Daily Conversion Value
exceeds $100, a number of shares of Common Stock (the “Net Shares”)
subject to the Company’s right to pay cash in lieu of all or a portion of such
Net Shares, as described in Section 5.14, equal to (A) the difference between such Daily Conversion Value and
$100, divided by (B) the Common Stock Price of the Common
Stock for such Trading Day.


“Dollars” means the currency of the United
States.


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


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


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


“Holder” or “Holder of Securities” means
the Person in whose name a Security is registered in the Security Register.


“interest” includes Additional Interest, if
any, whether or not so stated.


“Initial Purchaser” means Morgan
Stanley & Co. Incorporated.


“LIBOR Determination Date” means the second
London Banking Day preceding each LIBOR Rate Reset Date.


“LIBOR Rate Reset Date” means the 11th day of each calendar month
of each year commencing on May 11, 2007.


“London Banking Day” means a day on which
commercial banks are open for business, including dealings in U.S. dollars, in
London, England.


“Maturity”, when used with respect to any
Security, means the date on which the principal of such Security becomes due and
payable as therein or herein provided, whether on a Redemption Date, Repurchase
Date, a Change in Control Repurchase Date, at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.



 5
 








“Moneyline Telerate Page 3750” means the
display on Moneyline Telerate (or any successor service) on such page (or any
other page as may replace such page on such service) for the purpose of
displaying the London interbank rates of major banks for United States dollars.


“Net Shares” shall have the meaning set forth
in the definition of “Daily Settlement Amount.”


“Observation Period” with respect to any
Security means the ten consecutive Trading Day period beginning on and
including the second Trading Day after delivery of the Conversion Notice to the Conversion Agent pursuant to
Section 5.02(a) or the delivery of the appropriate instructions to the
Conversion Agent pursuant to the Applicable Procedures as referred to in
clause (v) of said Section 5.02(a); provided that, in
connection with any Conversion Notice (or appropriate instructions) received
after the date of issuance of a notice of redemption of the Securities pursuant
to Section 3.01, the Observation Period means the ten consecutive Trading
Days beginning on and including the 13th scheduled Trading Day prior to
but not including the applicable Redemption Date.


“Offering Memorandum” means the offering
memorandum of the Company dated April 4, 2007 relating to the offering of the
Securities.


“Officer’s Certificate” means a certificate
signed by the Chairman or any Vice Chairman of the Board of Directors, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Controller, any Assistant Controller, the Secretary or any Assistant Secretary
of the Company.  Each Officer’s Certificate
shall include the statements required by Section 1.03.


“open of business” means 9:00 a.m., New York
City time.


“Opinion of Counsel” means a written opinion of
counsel, who may be an employee of or counsel for the Company and who shall be
reasonably acceptable to the Trustee. 
Each Opinion of Counsel shall include the statements required by
Section 1.03.


“Outstanding” 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, or portions
thereof, for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent in trust 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 reasonably satisfactory to the Trustee has been
made; provided, however, that if a Security is converted in
accordance with Article 5, then from and after the Conversion Date, such
Security shall cease to be outstanding and interest shall cease to accrue and
the rights of the Holders therein shall terminate (other than the right to
receive payment upon conversion in accordance with Section 5.14); and



 6
 








(iii)          Securities in exchange
for or in lieu of which other Securities have been authenticated and delivered,
or Securities which have been paid, pursuant to this Indenture, unless proof
reasonably satisfactory to the Trustee is presented that any such Securities
are held by protected purchasers; provided, however, that in
determining whether the Holders of the requisite principal amount of Securities
Outstanding 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 by any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent 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 such other obligor.


“Person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof or any other entity.


“Principal Corporate Trust Office” means the
principal corporate trust office of the Trustee at the location which is The
Bank of New York Trust Company, N.A., 2 North LaSalle, Suite 1020, Chicago, IL
60602, Attention: Global Corporate Trust, or at such other location as the
Trustee may from time to time designate by written notice to the Company.


“Public Acquirer Change in Control” means any
transaction described in clause (iii) of the definition of Change in
Control where the acquirer, or any entity that is a direct or indirect “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50%
of the aggregate ordinary voting power of all shares of such acquirer’s Capital
Stock that are entitled to vote generally in the election of directors, but in
each case other than the Company, has a class of common stock traded on a U.S.
national securities exchange or which will be so traded when issued or exchanged
in connection with such Change in Control. 
Such acquirer’s or other entity’s class of common stock traded on a U.S.
national securities exchange or which will be so traded when issued or
exchanged in connection with such Change in Control is herein referred to as “Public
Acquirer Common Stock.”


“Public Acquirer Common Stock” shall have the
meaning set forth in the definition of “Public Acquirer Change in Control”.


“Redemption Date” means the date fixed for the
redemption of the Securities pursuant to Section 3.01.


“Registered Security” means any Security
registered as to principal.


“Registration Rights Additional Interest” means
“Additional Interest” as such term is defined in the Registration Rights
Agreement.



 7
 








“Registration Rights Agreement” means the
Registration Rights Agreement, dated April 11, 2007, between the Company and
the Initial Purchaser relating to the Securities.


“Responsible Officer”, when used with respect
to the Trustee, means any officer of the Trustee with direct responsibility for
the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer of the Trustee to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.


“Rule 144A” means Rule 144A under the
Securities Act (or any successor provision), as it may be amended from time to
time.


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


“Security Register” means a register of
Securities that the Company shall keep or cause to be kept, at one of its said
offices or agencies, for the Securities issued hereunder which may include
Registered Securities.


“Stated Maturity,” when used with respect to any
Security or any installment of principal or interest thereon, means the date
specified in Section 2.02 or in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is
due and payable.


“Subsidiary” means, with respect to any Person,
any other Person at least majority of the Voting Shares of which at the time
are owned directly or indirectly by such first Person or by one or more of such
first Person’s other Subsidiaries or by such first Person and one or more of
such first Person’s other Subsidiaries.


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


“Trading Day” means any regular or abbreviated
trading day of The New York Stock Exchange.


“Transfer Restricted Securities Legend” means
the legend substantially in the form of the legend labeled as such and that is
set forth in Exhibit A hereto.


“Voting Shares” means Capital Stock, or other
ownership interests, of any class or classes having voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers,
trustees, or equivalents thereof, of a Person (irrespective of whether at the
time Capital Stock of any other class or classes shall have or might have
voting power by reason of the failure to pay a dividend or other amount or by
reason of the occurrence of any other contingency).



 8
 








SECTION 1.02. 
Other Definitions.




	
  Term

  	
   

  	
  Defined in Section

  
	
  Accepted
  Purchased Shares

  	
   

  	
  5.05(g)(i)

  
	
  Act

  	
   

  	
  1.05(a)

  
	
  Additional
  Shares

  	
   

  	
  5.01(b)(i)

  
	
  Agent Member

  	
   

  	
  2.07(d)

  
	
  Cash Percentage

  	
   

  	
  5.14(b)

  
	
  Cash Percentage
  Notice

  	
   

  	
  5.14(b)

  
	
  Change in
  Control Repurchase Date

  	
   

  	
  3.03(a)

  
	
  Change in
  Control Repurchase Notice

  	
   

  	
  3.03(e)

  
	
  Change in
  Control Repurchase Price

  	
   

  	
  3.03(a)

  
	
  Company

  	
   

  	
  Preamble

  
	
  Company Change
  in Control Repurchase Notice

  	
   

  	
  3.03(b)

  
	
  Company
  Repurchase Notice

  	
   

  	
  3.02(g)

  
	
  Conversion Date

  	
   

  	
  5.02(a)

  
	
  Conversion
  Notice

  	
   

  	
  5.02(a)

  
	
  Conversion Agent

  	
   

  	
  5.16

  
	
  Depositary

  	
   

  	
  2.04

  
	
  Default
  Additional Interest

  	
   

  	
  7.01(b)

  
	
  Definitive
  Transfer Restricted Security

  	
   

  	
  2.07(d)

  
	
  Distributed
  Assets

  	
   

  	
  5.05(d)

  
	
  Effective Date

  	
   

  	
  5.01(b)(ii)

  
	
  Event of Default

  	
   

  	
  7.01(a)

  
	
  Expiration Time

  	
   

  	
  5.05(f)

  
	
  Extraordinary
  Cash Dividend

  	
   

  	
  5.05(e)

  
	
  Global
  Securities

  	
   

  	
  2.04

  
	
  Indenture

  	
   

  	
  Preamble

  
	
  Initial Interest
  Rate

  	
   

  	
  2.05(b)

  
	
  Interest Payment
  Date

  	
   

  	
  2.05(b)

  
	
  Notice of
  Redemption

  	
   

  	
  3.01(c)

  
	
  Offer Expiration
  Time

  	
   

  	
  5.05(g)

  
	
  Paying Agent

  	
   

  	
  2.08

  
	
  Purchased Shares

  	
   

  	
  5.05(f)(i)

  
	
  QIB

  	
   

  	
  2.07(a)

  
	
  Quarterly
  Dividend Threshold Amount

  	
   

  	
  5.05(e)

  
	
  Record Date

  	
   

  	
  2.06(a)

  
	
  Redemption Price

  	
   

  	
  3.01(a)

  
	
  Repurchase Date

  	
   

  	
  3.02(a)

  
	
  Repurchase
  Notice

  	
   

  	
  3.02(b)(i)

  
	
  Repurchase Price

  	
   

  	
  3.02(a)

  
	
  Rule 144A
  Information

  	
   

  	
  4.01

  
	
  Securities

  	
   

  	
  Recitals

  
	
  Security
  Registrar

  	
   

  	
  2.08

  
	
  Share Price

  	
   

  	
  5.01(b)(ii)

  
	
  transfer

  	
   

  	
  2.07(c)

  
	
  Transfer
  Restricted Global Security

  	
   

  	
  2.07(d)

  
	
  Transfer
  Restricted Securities

  	
   

  	
  2.07(c)

  






 


 



 9
 








 




	
  Term

  	
   

  	
  Defined in Section

  
	
  Trigger Event

  	
   

  	
  5.05(d)

  
	
  Trustee

  	
   

  	
  Preamble

  






 


SECTION 1.03. 
Compliance Certificates and Opinions.  Upon any application or request by the
Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent, if any, provided for in this Indenture
(including any covenants compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with.


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other
than annual certificates provided pursuant to Section 4.05) shall include:


(i)            a statement that each
individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;


(ii)           a brief statement as to
the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based;


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


(iv)          a statement as to
whether, in the opinion of each such individual, such condition or covenant has
been complied with.


SECTION 1.04. 
Form of Documents Delivered to Trustee.  In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by an
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.


Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. 
Any such certificate or opinion of counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care



 10
 








should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.


Any certificate, statement or opinion of an officer of
the Company or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of the Company, unless such officer or
counsel, as the case may be, knows that the certificate or opinion or
representations with respect to the accounting matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.


Any certificate or opinion of any independent firm of
public accountants filed with the Trustee shall contain a statement that such
firm is independent.


Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.


SECTION 1.05. 
Acts of Holders.  (a)    Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
(i) by one or more instruments of substantially similar tenor signed by
such Holders in person or by their agents duly appointed in writing; and except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company, (ii) by the record of Holders
voting in favor thereof at any meeting of such Holders duly called and held in
accordance with the provisions of Article XII, or (iii) by a
combination of such instrument or instruments and any such record of such a
meeting of Holders.  Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments and so voting at any such meeting.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 8.01) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.  If a record date is fixed, those Persons who were
Holders of Securities at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to take such action by vote or
consent or to revoke any vote or consent previously given, whether or not such
Persons continue to be Holders after such record date.  No such vote or consent shall be valid or
effective for more than 120 days after such record date.


(b) 
The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner which the Trustee deems
sufficient.


(c) 
Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any
Security shall bind the Holder of every security issued upon the transfer
thereof or in exchange therefor or in lieu thereof, in respect of any action
taken, offered to be taken or omitted to be taken by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such
Security.



 11
 








(d) 
The principal amount and serial number of any Security and the ownership
of Securities shall be proved by the Security Register.


(e) 
The Trustee may require such additional proof of any matter referred to
in this Section as it shall deem necessary.


SECTION 1.06. 
Notices, etc., to Trustee or Company.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with:


(i)            the Trustee by any
Holder or by the Company shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trustee at the
Principal Corporate Trust Office, or


(ii)           the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(except as provided in Section 7.01(a)(3)) if in writing and mailed, first
class, postage prepaid, to the Company, addressed to it at the address of its
principal executive office at Number One General Mills Boulevard, Minneapolis,
Minnesota 55426, Attention: Treasurer or at any other address previously
furnished in writing to the Trustee by the Company.


Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture shall be in the English language, except that any published
notice may be in the official language of the country of publication.


SECTION 1.07. 
Notices to Holders; Waiver. 
Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first class mail, postage prepaid, to such Holders
in the manner and the extent provided in Section 313(c) of the TIA.  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance on
such waiver.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders, and any notice which
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given.  In the event of
suspension of regular mail service or if for any other reason it shall be
impracticable to give such notice to Holders by mail, then such a notification
as shall be made to Holders with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder.  In case by reason of the suspension of
publication of any Authorized Newspaper or by reason of any other cause, it
shall be impracticable to publish any notice to Holders as provided above, then
said notification to Holders as shall be given with the approval of the Trustee
shall constitute sufficient notice to such Holders for every purpose hereunder.



 12














SECTION 1.08. 
TIA.  Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. All TIA terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by Commission rules have the meanings assigned to them by
such definitions.  If any provision
hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 through 317 of TIA, through operation of Section 318(c)
thereof, such imposed duties shall control.


ARTICLE
II


GENERAL
TERMS AND CONDITIONS OF THE SECURITIES


SECTION 2.01. 
Designation, Principal Amount and Authorized Denomination.  There is hereby authorized and established a
series of Securities designated as “Floating Rate Convertible Senior Notes due
April 11, 2037”, limited in aggregate principal amount to $1,150,000,000, which
amount to be issued shall be as set forth in a Company Order for the
authentication and delivery of Securities. 
The Securities shall be issuable in denominations of $1,000 and integral
multiples thereof.


SECTION 2.02. 
Maturity.  The Stated
Maturity of the principal of the Securities shall be April 11, 2037.


SECTION 2.03. 
Form and Terms of Securities. 
The Securities shall be substantially in the form, and shall have the
terms, set forth on Exhibit A, which in its entirety is made a part of
this Indenture and is incorporated by reference herein as if set forth in full
herein.  In the event of any conflict
between the provisions set forth in Exhibit A and the provisions set forth
in this Indenture, the provisions of this Indenture shall control.  The Securities may have any notations,
legends or endorsements required by law, stock exchange rule or usage; provided
that any such notation, legend or endorsement required by usage is in a form
acceptable to the Company and does not affect the rights, duties or immunities
of the Trustee.  The Company shall
provide any such notations, legends or endorsements to the Trustee in writing.


SECTION 2.04. 
Global Securities.  The
Securities shall initially be issued in the form of one or more global
securities registered in the name of the depositary (which initially shall be
The Depository Trust Company) (the “Depositary”) or its nominee (the “Global
Securities”).  Securities represented
by such Global Security or Global Securities shall not be exchangeable for, and
shall not otherwise be issuable as, Securities in definitive form; provided
that any election of the Company to issue Securities in definitive form and to
effect transfers of such definitive Securities pursuant to Section 2.07(d)
hereof shall be subject to the Applicable Procedures of the Depositary.  The Global Securities may not be transferred
except 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 to a
successor Depositary or its nominee.


SECTION 2.05. 
Payment of Principal; Interest Rate and Payment Dates; Additional
Interest.  (a)    The principal of the Securities shall be
due on April 11, 2037 (unless earlier repurchased, redeemed or converted).  The Company shall pay interest on any overdue



 13
 








principal amount at the interest rate borne by the Securities at the
time such interest on the overdue principal amount accrues.


(b) 
The Securities shall bear interest at an annual rate equal to 1-month
LIBOR, reset on each LIBOR Rate Reset Date, minus 0.07%, and will
initially bear interest at a rate of 5.25% (the “Initial Interest Rate”);
provided that such rate shall never be less than 0% per annum.  Interest shall be payable quarterly in
arrears on each January 11, April 11, July 11 and October 11 (each, an “Interest
Payment Date”), commencing on July 11, 2007.  Interest shall accrue on a monthly basis
based on the relevant 1-month LIBOR, but such interest shall be payable only on
a quarterly basis on each Interest Payment Date (and the amount of interest
payable on each Interest Payment Date will be the aggregate amount of interest
accrued, if any, without compounding, for each of the three immediately
preceding one-month periods from, and including, a LIBOR Rate Reset Date to,
but excluding, the immediately succeeding LIBOR Rate Reset Date).  If any Interest Payment Date (other than an
Interest Payment Date coinciding with a Redemption Date, Repurchase Date,
Change in Control Repurchase Date or the Stated Maturity of the principal of
the Securities) falls on a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business Day (but no
additional interest shall be payable on such Interest Payment Date as a result
of such postponement); provided that, if such Business Day falls in the
next succeeding calendar month, such Interest Payment Date will be brought forward
to the immediately preceding Business Day. 
If the Redemption Date, Repurchase Date, Change in Control Repurchase
Date or the Stated Maturity of principal of the Securities shall fall on a day
that is not a Business Day, the required payment of interest, if any, and
principal will be made on the next succeeding Business Day, and, except as set
forth in Section 3.02, no interest on such payment will accrue for the period
from and after the Redemption Date, Repurchase Date (subject to Section 3.02),
Change in Control Repurchase Date or the Stated Maturity to such next
succeeding Business Day.  Interest on the
Securities will accrue from April 11, 2007 or, if interest has already been
paid or duly provided for, from the date on which it was most recently paid or
duly provided for.


(c)  (i)    Interest on the Securities will be computed
using the actual number of days elapsed between the LIBOR Rate Reset Dates divided
by 360.  All percentages resulting
from any calculation on the Securities will be rounded, if necessary, to the
nearest one-hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from that calculation on the Securities will be rounded to the nearest
cent, with one-half cent being rounded upward. 
The Company will pay principal, interest and Additional Interest, if
any, on the Securities at the Principal Corporate Trust Office of the Trustee
or, in the case of Global Securities, in accordance with the Applicable
Procedures.


(ii)  If any LIBOR Rate Reset
Date falls on a day that is not a Business Day, the LIBOR Rate Reset Date will
be postponed to the next day that is a Business Day.  The interest rate in effect on any LIBOR Rate
Reset Date will be the applicable rate as reset on that date, and the interest
rate in effect on any other day will be the interest rate in effect on the next
preceding LIBOR Rate Reset Date or, if there was no preceding LIBOR Rate Reset
Date, the interest rate in effect on that day shall be the Initial Interest
Rate.



 14
 








(d) 
The Trustee shall determine 1-month LIBOR on each LIBOR Determination
Date.


(e) 
The Holders of the Securities shall be entitled to the benefits of the
Registration Rights Agreement, including the right to receive Registration
Rights Additional Interest in the event of Registration Defaults (as defined in
the Registration Rights Agreement) under Section 3(a) thereof, such
Registration Rights Additional Interest to be payable at the same times and to
the same Persons as regular interest is payable with respect to the Securities,
it being understood that any reference in this Indenture to “interest” shall be
deemed to include “Registration Rights Additional Interest” if then owing in
accordance with the terms of the Registration Rights Agreement.  If at any time Registration Rights Additional
Interest becomes payable by the Company pursuant to the Registration Rights
Agreement, the Company shall promptly deliver to the Trustee an Officer’s
Certificate to that effect stating (i) the amount of such Registration
Rights Additional Interest that is payable, (ii) the date from which such
Registration Rights Additional Interest shall accrue and (iii) the date on
which such Registration Rights Additional Interest is payable pursuant to the
terms of the Registration Rights Agreement. 
Unless and until a Responsible Officer of the Trustee receives such a
certificate, the Trustee may assume without inquiry that no Registration Rights
Additional Interest is payable.


(f) 
The Holders of the Securities shall be entitled to the benefits of
Section 7.01(b), relating to the right to receive Default Additional Interest
pursuant to the terms of such Section, and such Default Additional Interest
shall be payable at the same times and to the same Persons as regular interest
is payable with respect to the Securities, it being understood that any
reference in this Indenture to “interest” shall be deemed to include “Default
Additional Interest” if then owing in accordance with the terms set forth in
Section 7.01(b).  If at any time Default
Additional Interest becomes payable by the Company pursuant to the terms set
forth in Section 7.01(b), the Company shall promptly deliver to the Trustee an
Officer’s Certificate to that effect stating (i) the amount of such
Default Additional Interest that is payable, (ii) the date from which such
Default Additional Interest shall accrue and (iii) the date on which such
Default Additional Interest is payable pursuant to terms set forth in Section 7.01(b).  Unless and until a Responsible Officer of the
Trustee receives such a certificate, the Trustee may assume without inquiry
that no Default Additional Interest is payable.


SECTION 2.06. 
Method of Payment. 
(a)    The Company will pay
interest on the Securities to the Person who is the registered Holder of a
Security at the close of business on March 25, June 25, September 25 and
December 25, whether or not a Business Day (each, a “Record Date”), as
the case may be, immediately preceding the related Interest Payment Date; provided
that subject to the terms and conditions of this Indenture (including Article
III hereof), the Company will make all payments and deliveries in respect of
the Redemption Price, Repurchase Price, Change in Control Repurchase Price and
the principal amount at Stated Maturity (including the interest payable on the
date such amounts are due), as the case may be, to the Holder who surrenders a
Security to the Paying Agent (as defined below) or, in the case of Global
Securities, in accordance with the Applicable Procedures.  The Company will pay cash amounts in Dollars.


(b) 
Notwithstanding Section 2.06(a), if a Holder is holding Securities
in definitive form, the Company shall pay interest, other than interest payable
at the Stated Maturity



 15
 








of principal by check mailed to such Holder.  If a Holder is holding at least $1,000,000
principal amount of Securities in definitive form, such Holder may receive such
interest payments by wire transfer, provided that such Holder has
notified the Trustee in writing at the Trustee’s Principal Corporate Trust
Office, on or before the Record Date before the applicable Interest Payment
Date, other than an Interest Payment Date at the Stated Maturity of principal
that such Holder chooses to have interest on such Holder’s Securities payable
on such Interest Payment Date and all subsequent Interest Payment Dates paid by
wire transfer of immediately available funds to an account at a bank (that has
facilities to receive wire transfers) in The City of New York, or in another
city designated by such Holder and agreed to by the Company.  Such payment method will apply until such
Holder provides the Trustee written notice to the contrary.  The Company shall not pay interest to a
Holder by wire transfer if such Holder designates an account with a bank that
has no facilities to receive wire transfers. 
The Company shall pay the principal of and interest on any Security in
definitive form that is due at the Stated Maturity of principal, the Redemption
Date, Repurchase Date or Change in Control Repurchase Date in immediately
available funds against presentation of such Security in definitive form at the
Principal Corporate Trust Office of the Trustee in The City of New York or at
any other office or agency of the Trustee in The City of New York that the
Trustee may designate to such Holder in writing; provided that if any
such payment is to be made by wire transfer, the Trustee must have received
appropriate wire transfer instructions in writing from any Holder being so paid
at least two Business Days prior to the relevant date.


SECTION 2.07. 
Transfer and Exchange. 
(a)  Notwithstanding any other
provision of this Indenture or the Securities, until the expiration of the
applicable holding period set forth in Rule 144(k) of the Securities Act
(or any successor provision), neither the Securities nor any shares of Common
Stock issued upon conversion of the Securities may be offered, sold, pledged or
otherwise transferred in whole or in part except (i) to the Company or one
of its Subsidiaries, (ii) to a Person whom the transferor reasonably believes
is a qualified institutional buyer, as such term is defined in Rule 144A
(a “QIB”), acquiring for its own account or for the account of a QIB in
a transaction meeting the requirements of Rule 144A, (iii) pursuant
to an exemption (other than Rule 144A) from registration under the Securities
Act, including pursuant to Rule 144 thereunder (if available) or
(iv) pursuant to an effective registration statement under the Securities
Act, in each of cases (i) through (iv), in accordance with any applicable
securities laws of any state of the United States and other jurisdictions.  Whenever, prior to the expiration of such
holding period, any Security or shares of Common Stock issued upon conversion
of any Securities, as the case may be, is presented or surrendered for
registration of transfer or exchange for a Security or shares of Common Stock
issued upon conversion of any Securities, as the case may be, registered in a
name other than that of the Holder thereof, such Security, or such shares of
Common Stock, as the case may be, must be accompanied by a certificate in
substantially the form set forth in Exhibit B, dated the date of such
surrender and signed by the Holder of such Security, or such shares of Common
Stock, as the case may be, as to compliance with such restrictions on
transfer.  The Security Registrar shall
not be required to accept for such registration of transfer or exchange any
Security, or shares of Common Stock, as the case may be, not so accompanied by
such properly completed certificates and, in the case of transfer or exchange
pursuant to clause (iii) above, Opinion of Counsel, as applicable.


(b) 
Any certificate evidencing a Security (and all securities issued in
exchange therefor or substitution thereof) or shares of Common Stock issued
upon conversion of a



 16
 








Security, as the case may be, shall bear the Transfer Restricted
Securities Legend, unless (1) such Security has been sold pursuant to a
registration statement that has been declared effective under the Securities
Act (and which continues to be effective at the time of such transfer) or
pursuant to Rule 144 under the Securities Act or any similar provision
then in force, (2) such Security or such shares of Common Stock, as the
case may be, are eligible for resale pursuant to Rule 144(k) under the
Securities Act (or any successor provision) or (3) otherwise agreed by the
Company in writing, with written notice thereof to the Trustee.


(c) 
Every Security or share of Common Stock issued upon conversion of a
Security, as the case may be, that bears or is required under this
Section 2.07 to bear the Transfer Restricted Securities Legend (the “Transfer
Restricted Securities”) shall be subject to the restrictions on transfer
set forth in this Section 2.07 (including those set forth in the Transfer
Restricted Securities Legend), and the Holder of each such Transfer Restricted
Security, by such Holder’s acceptance thereof, agrees to be bound by all such
restrictions on transfer.  As used in
this Section 2.07, the term “transfer” encompasses any sale,
pledge, loan, transfer or other disposition whatsoever of any Transfer
Restricted Security or any interest therein.


(d) 
Notwithstanding anything herein to the contrary, if the Holder of a definitive
Security or shares of Common Stock issued upon conversion of a Security, as the
case may be, that are Transfer Restricted Securities (a “Definitive Transfer
Restricted Security”) wishes at any time to transfer such Definitive
Transfer Restricted Security to a Person who wishes to take delivery thereof in
the form of a beneficial interest in a Transfer Restricted Security that is a
Global Security (a “Transfer Restricted Global Security”), such transfer
may be effected, subject to the other provisions of this Indenture and the
Applicable Procedures, only in accordance with this Section 2.07(d).  Upon receipt by (1) the Depositary of (A)
written instructions given in accordance with the Applicable Procedures from
any member or participant in the Depositary (an “Agent Member”)
directing the Depositary to credit or cause to be credited to a specified Agent
Member’s account a beneficial interest in the Transfer Restricted Global
Security, in a principal amount equal to the principal amount of the Definitive
Transfer Restricted Security to be so transferred and (B) a written order given
in accordance with the Applicable Procedures containing information regarding
the account of the Agent Member to be credited with such beneficial interest;
and upon receipt by (2) the Trustee of (A) the Definitive Transfer
Restricted Security to be transferred and (B) notification from the
Depositary of the transaction described in (1) above, the Trustee shall
cancel the Definitive Transfer Restricted Security and instruct the Depositary
to increase the principal amount of the Transfer Restricted Global Security by
the principal amount of the Definitive Transfer Restricted Security so
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions a corresponding principal amount of the Transfer
Restricted Global Security.


(e)           If:


(i)            the Depositary or
any successor thereto notifies the Company that it is unwilling or unable to
continue as depositary for Global Securities or ceases to be a “clearing agency”
registered in good standing under the Exchange Act or other applicable statute
or regulation, and the Company does not appoint a successor depositary within
90 days after the Company receives notice of such inability, unwillingness or
cessation;



 17
 








(ii)           an Event of Default
is occurring and continuing; or


(iii)          the Company, in its
sole discretion and subject to the procedures of the Depositary, determine that
any or all of the Securities will no longer be represented by Global Securities;


then the Company will issue, to participants that hold interests in
those Global Securities through the Depositary, certificated Securities in
exchange for the related Global Securities and such participants will then
become the registered holders of those certificated Securities. Those Global
Securities will be cancelled and be of no further force or effect.


(f) Any Security (or Security issued in
exchange or substitution therefor) or shares of Common Stock issued upon
conversion of a Security, as the case may be, as to which such restrictions on
transfer shall have expired in accordance with their terms or as to conditions
for removal of the Transfer Restricted Securities Legend have been satisfied
may, upon surrender of such Security or such shares of Common Stock, as the
case may be, for exchange to the Security Registrar in accordance with the
provisions of this Section 2.07, be exchanged for a new Security or
Securities or new shares of Common Stock, as the case may be, of like tenor and
aggregate principal amount, which shall not bear the Transfer Restricted
Securities Legend.  If the Transfer
Restricted Security surrendered for exchange is represented by a Global
Security bearing a Transfer Restricted Securities Legend, the principal amount
of the Global Security so legended shall be reduced by the appropriate
principal amount, and the principal amount of a Global Security without the
Transfer Restricted Securities Legend shall be increased by an equal principal
amount.  If a Global Security without the
Transfer Restricted Securities Legend is not then outstanding, the Company
shall execute and the Trustee upon receipt of a Company Request shall
authenticate and deliver a Global Security without the Transfer Restricted
Securities Legend to the Depositary.  The
Security Registrar shall not be required to remove any Transfer Restricted
Securities Legend from a Security unless directed to do so in an Officer’s
Certificate.


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


(h) 
Any Transfer Restricted Securities purchased or owned by the Company or
any Affiliate thereof may not be resold by the Company or such Affiliate unless
registered under the Securities Act or resold pursuant to an exemption from the
registration requirements of the Securities Act in a transaction which results
in such Transfer Restricted Securities, no longer being “restricted securities”
(as defined under Rule 144).


SECTION 2.08. 
Paying Agent.  The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the “Security



 18
 








Registrar”) and an office or agency where
Securities may be presented for purchase or payment (the “Paying Agent”).  If the Company fails to maintain a Paying
Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 8.07.  The Company or any of its Subsidiaries or an
Affiliate of the Company or any of its Subsidiaries may act as Paying
Agent.  The Company initially appoints
the Trustee as Security Registrar and Paying Agent in connection with the
Securities.


SECTION 2.09. 
Execution, Authentication and Delivery.  The Securities shall be executed on behalf of
the Company by its Chairman, Vice Chairman, President or one of its Vice
Presidents and may be under its corporate seal, which may be in facsimile form
and may be imprinted or otherwise reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. 
The signature of any of these officers on the Securities may be manual
or facsimile.  Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.


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


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities executed by
the Company to the Trustee for authentication; and the Trustee shall
authenticate and deliver such Securities to or upon a Company Order, an Officer’s
Certificate and an Opinion of Counsel without any further action by the
Company.


The Trustee shall have the right to decline to
authenticate and deliver any Security under this Section if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken or if
the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or vice presidents
shall determine that such action would expose the Trustee to personal
liability.


All Registered Securities shall be dated the date of
their authentication.


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


SECTION 2.10. 
Mutilated, Defaced, Destroyed, Lost and Stolen Securities or Coupons.  In case any temporary or definitive Security
shall become mutilated or defaced or be destroyed, lost or stolen, and in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser, the Company in the case of a mutilated
Security shall, and in the case of a lost, stolen or destroyed Security may in
its discretion, execute, and upon a Company Request, the Trustee shall authenticate
and deliver, a new



 19
 








Security, of like tenor and principal amount, and bearing a number,
letter or other distinguishing symbol not contemporaneously outstanding, in
exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen, or if any such
Security shall have matured or shall be about to mature, instead of issuing a
substituted Security, the Company in its discretion may pay or authorize the
payment of the same without surrender thereof (except in the case of a
mutilated Security) instead of issuing a new Security.  In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.


Upon the issuance of any substitute Security under
this Section 2.10, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


Every substitute Security issued pursuant to the
provisions of this Section 2.10 by virtue of the fact that any such
Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone and shall be
entitled to all the benefits of (but shall be subject to all the limitations of
rights set forth in) this Indenture equally and proportionately with any and
all other Securities duly authenticated and delivered hereunder.  All Securities shall be held and owned upon
the express condition that, to the extent permitted by law, the foregoing
provisions of this Section 2.10 are exclusive with respect to the
replacement or payment of mutilated, defaced or destroyed, lost or stolen
Securities and shall, to the fullest extent permitted under applicable law,
preclude any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


SECTION 2.11.  Persons
Deemed Owners.  The Company, the
Trustee, and any agent of the Company or the Trustee may treat the Holder of
any Security as the absolute owner of such Security for the purposes of
receiving payment thereof or on account thereof and for all other purposes whatsoever
whether or not such Security be overdue, and neither the Company, the Trustee,
any Paying Agent nor any Security Registrar shall be affected by notice to the
contrary.  All such payments so made to
any Holder for the time being, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon such Security.


SECTION 2.12.  Cancellation
of Securities; Destruction Thereof. 
All Securities surrendered for payment, redemption, registration of
transfer or exchange, if surrendered to the Company or any Paying Agent or any
Securities Registrar, shall be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be cancelled by it, and no Securities shall
be authenticated and delivered in lieu thereof except as expressly permitted by
any of the provisions of this Indenture. 
Subject to applicable records retention requirements, the Trustee may
destroy cancelled Securities held by it and deliver a certificate of
destruction to the Company.  If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption



 20
 








or satisfaction of the
indebtedness represented by such securities unless and until the same are
delivered to the Trustee for cancellation.


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


ARTICLE
III


REPURCHASES
AND REDEMPTION


SECTION 3.01. 
Redemption at the Option of the Company; Notices to Trustee.  (a)   
Beginning on April 11, 2008 and during the period thereafter to
Maturity, the Securities are redeemable as a whole at any time, or in part from
time to time, in any integral multiple of $1,000, at the option of the Company
for cash at a price (the “Redemption Price”) equal to 100% of the
principal amount of Securities to be redeemed, together with accrued but unpaid
interest thereon, up to but not including the Redemption Date; provided  that
if the relevant Redemption Date occurs after the close of business on a Record
Date and on or prior to the Interest Payment Date to which that Record Date
relates, the full amount of accrued and unpaid interest shall be paid on such
Interest Payment Date to the Holder on the relevant Record Date, and the “Redemption
Price” shall be equal to 100% of the principal amount of the Securities to
be redeemed.  If the Company elects to
redeem Securities pursuant to this Section 3.01, it shall notify the Trustee in
writing of such election together with the Redemption Date, the current
Conversion Rate, the principal amount of Securities to be redeemed and the
Redemption Price.  The Company shall give
the notice to the Trustee provided for in this Section 3.01 by a Company Order,
at least 40 days but not more than 75 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee).


(b)  A
Notice of Redemption (as defined below) pursuant to this Section 3.01
shall contain the information required under Section 3.01(c).  If money sufficient to pay the Redemption
Price of all Securities (or portions thereof) to be redeemed on a Redemption
Date is deposited with the Paying Agent prior to 10:00 a.m., New York City
time, on the Redemption Date, on and after such Redemption Date, interest shall
cease to accrue on such Securities or portions thereof.  Securities in denominations larger than
$1,000 of principal amount may be redeemed in part, but only in integral
multiples of $1,000 of principal amount. 
The Company shall make at least four quarterly interest payments
(including the interest payments on July 11, 2007 and April 11, 2008) in the
full amount required by this Indenture before redeeming any Securities pursuant
to this Section 3.01.



 21
 








(c)  If
less than all of the Securities are to be redeemed, unless the procedures of
the Depositary provide otherwise, the Trustee shall select the Securities to be
redeemed by lot, on a pro  rata basis or by another method the
Trustee considers fair and appropriate (so long as such method is not
prohibited by the rules of any stock exchange or quotation association on which
the Securities are then traded or quoted). 
The Trustee may select for redemption portions of the principal amount
of Securities that have denominations larger than $1,000.  Securities and portions of Securities that
the Trustee selects shall be in principal amounts of $1,000 or an integral
multiple of $1,000.  Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.  The
Trustee shall notify the Company promptly (but in any case within seven days of
the Company Order referred to in Section 3.01(a)) of the Securities or portions
of the Securities selected to be redeemed and, in the case of any Securities
selected for partial redemption, the method it has chosen for the selection of
the Security.


(d)  At
least 30 days, but not more than 60 days, before any Redemption Date, the
Company shall deliver a notice of redemption (the “Notice of Redemption”)
by first-class mail, postage prepaid, to the Trustee and each Holder (and each
beneficial owner if required by applicable law) of Securities to be redeemed,
in the case of each Holder, at such Holder’s address appearing in the Security
Register.  The Notice of Redemption shall
identify the Securities to be redeemed and shall state:


(i)  the Redemption Date;


(ii)  the Redemption Price and,
to the extent known at the time of such notice, the amount of accrued but
unpaid interest payable on the Redemption Date;


(iii)  the current Conversion
Rate;


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


(v)  that Securities called for
redemption may be converted at any time before the close of business on the
Business Day immediately preceding the Redemption Date;


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


(vii)  that Holders who want to
convert Securities must satisfy the requirements set forth in the Securities
and Article V;


(viii)  that Securities called
for redemption must be surrendered to the Paying Agent (by effecting book entry
transfer of the Securities or delivering definitive Securities, together with
necessary endorsements, as the case may be) in order to collect the Redemption
Price therefor, together with accrued but unpaid interest thereon;


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



 22















(x)  that, unless the Company
defaults in paying the Redemption Price, interest on Securities called for
redemption will cease to accrue on and after the Redemption Date, and the
Securities called for redemption will cease to be Outstanding; and


(xi)  the CUSIP number of the
Securities called for redemption.


(e)  At
the Company’s request, the Trustee shall give the Notice of Redemption in the
Company’s name and at the Company’s expense, so long as the Company makes such
request at least five Business Days (or such shorter period as may be
satisfactory to the Trustee) prior to the date by which such Notice of
Redemption is to be given to Holders in accordance with this Section 3.01,
and the Company provides the Trustee the Notice of Redemption.


(f)  If
any of the Securities are in the form of a Global Security, then the Company
shall modify such Notice of Redemption to the extent necessary to accord with
the Applicable Procedures that apply to the redemption of Global Securities.


(g) 
The Company may not redeem the Securities in accordance with this
Section 3.01 on any date if the principal amount of the Securities has been
accelerated, and such acceleration has not been rescinded, on or prior to such
date.


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


SECTION 3.02. 
Repurchase at the Option of the Holder on Specified Dates.  (a)   
At the option of the Holder, the Company shall repurchase on April 11,
2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”)
all or a portion of the Securities held by such Holder for cash at a price
equal to 100% of the principal amount of Securities to be repurchased, plus
accrued and unpaid interest, up to and including the calendar day immediately
preceding the date on which payment of the Repurchase Price is made; provided  that
the Company shall pay the portion of such interest payable with respect to the
interest period ending on the  Repurchase Date to the Holder of
record on the Record Date corresponding to such Repurchase Date, and the
Company shall pay to the Holder submitting the Security for repurchase a price
in cash (the “Repurchase Price”) equal to 100% of the  principal amount of the Securities to be repurchased, plus
accrued and unpaid interest from and including the relevant Repurchase Date to
and including the calendar day immediately  preceding the
date on which payment of the Repurchase Price is made.


(b) 
Securities shall be repurchased pursuant to this Section 3.02 at
the option of the Holder thereof upon:


(i)  delivery to the Company and
the Trustee by the Holder of a written notice substantially in the form
included in the Form of Security attached as Exhibit A hereto (a “Repurchase
Notice”) at any time prior to the close of business on the Repurchase Date
stating:



 23
 









(A) if the Security which the Holder will deliver to be repurchased is
a Security in definitive form, the certificate number of such Security, or if
such Security is a Global Security, the notice must comply with the Applicable
Procedures;


(B) the portion of the principal amount of the Security which the
Holder will deliver to be repurchased, which portion must be in a principal
amount of $1,000 or any integral multiple thereof; and


(C) that such Security shall be repurchased as of the Repurchase Date
pursuant to the terms and conditions specified in this Indenture; and


(ii)  delivery or book-entry
transfer of such Security 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 that the Repurchase Price shall
be so paid pursuant to this Section 3.02 only if the Security so delivered
to the Paying Agent shall conform in all material respects to the description
thereof in the related Repurchase Notice.


(c) 
The Company shall repurchase from the Holder thereof, pursuant to this
Section 3.02, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000.  Provisions of this Indenture that apply to
the repurchase of all of a Security also apply to the repurchase of a portion
of a Security.


(d) 
Any repurchase by the Company contemplated pursuant to the provisions of
this Section 3.02 shall be consummated by the delivery to the Paying Agent
of the Repurchase Price to be received by the Holder promptly following the
later of the Repurchase Date and the time of delivery or book-entry transfer of
the Security (together with all necessary endorsements, if any) to the Paying
Agent in accordance with this Section 3.02.


(e) 
Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Repurchase Notice contemplated by this
Section 3.02 shall have the right to withdraw such Repurchase Notice at any
time prior to the close of business on the Repurchase Date by delivery of a
written notice of withdrawal to the Paying Agent at the principal office of the
Paying Agent in accordance with Section 3.04.  If the Paying Agent holds money sufficient to
pay the Repurchase Price of a Security on the Repurchase Date in accordance
with the terms of this Indenture, then, immediately after the Repurchase Date,
the Security will cease to be Outstanding, whether or not the Security is
delivered to the Paying Agent. 
Thereafter, all other rights of the Holder of a Security shall
terminate, other than the right to receive the Repurchase Price upon delivery
of the Security.


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


(g)  In
connection with any repurchase of Securities pursuant to this
Section 3.02, the Company shall give written notice of the Repurchase Date
to the Holders of the Securities (the “Company Repurchase Notice”).  The Company Repurchase Notice shall be sent
by first-class mail to the Trustee and to each Holder (and each beneficial owner
if required by applicable



 24
 









law) of the Securities, in the case of each Holder, at such Holder’s
address appearing in the Security Registrar, which notice shall be provided on
a date not less than 30 days prior to each Repurchase Date.  All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Security for repurchase pursuant
to this Section 3.02 shall be determined by the Company, whose
determination shall be final and binding. 
Each Company Repurchase Notice shall include a form of Repurchase Notice
to be completed by a Holder and shall state:


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


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


(iii)  that Securities as to
which a Repurchase Notice has been given may be converted only if the
applicable Repurchase Notice has been withdrawn in accordance with the terms of
this Indenture;


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


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


(vi)  the procedures the Holder
must follow under this Section 3.02;


(vii)  that, unless the Company
defaults in making payment of such Repurchase Price, interest on Securities
covered by any Repurchase Notice will cease to accrue on and after the date so
specified in Section 3.02(a) as the date after which interest ceases to accrue;


(viii)  the CUSIP number of the
Securities; and


(ix)  the procedures for
withdrawing a Repurchase Notice (as specified in Section 3.04).


(h)  At
the Company’s request, which shall be made at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date by
which the Company Repurchase Notice is to be given to the Holders in accordance
with this Section 3.02, and at the Company’s expense, the Trustee shall
give the Company Repurchase Notice in the Company’s name; provided that,
in all cases, the text of the Company Repurchase Notice shall be prepared by
the Company.


(i)  If
any of the Securities is in the form of a Global Security, then the Company
shall modify such notice to the extent necessary to accord with the Applicable
Procedures that apply to the repurchase of Global Securities.


(j)  No
Securities may be repurchased by the Company on a Repurchase Date pursuant to
this Section 3.02 if the principal amount of the Securities has been
accelerated, and



 25
 









such acceleration has not been rescinded, on or prior to the Repurchase
Date.  The Paying Agent shall promptly
return to the respective Holders thereof any Securities (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 acceleration of
the principal amount of the Securities (other than an acceleration resulting
from a default in the payment of the Repurchase Price) in which case, upon such
return, the Repurchase Notice with respect thereto shall be deemed to have been
withdrawn.


SECTION 3.03. 
Repurchase at Option of the Holder Upon a Change in Control.  (a)   
If at any time that Securities remain Outstanding there shall have
occurred a Change in Control, Securities shall be repurchased by the Company,
at the option of the Holder thereof, at a price in cash (the “Change in
Control Repurchase Price”) equal to 100% of the principal amount of
Securities to be repurchased plus accrued but unpaid interest thereon,
up to but not including the date (the “Change in Control Repurchase Date”)
fixed by the Company that is not less than 30 days nor more than 60 days after
the date the Company Change in Control Repurchase Notice (as defined below) is
given and on which the Securities are to be repurchased pursuant to this
Section 3.03, subject to satisfaction by or on behalf of the Holder of the
requirements set forth in Section 3.03(e); provided  that
if the relevant Change in Control Repurchase Date is after the close of
business on a Record Date and on or prior to the Interest Payment Date to which
that Record Date relates, the full amount of accrued and unpaid interest shall
be paid to the Holder of record on the relevant Record Date, and the “Change
in Control Repurchase Price” shall be equal to 100% of the principal amount
of Securities to be repurchased.


(b)  In
connection with any repurchase of Securities pursuant to this
Section 3.03, the Company shall give written notice of the occurrence of a
Change in Control, the repurchase right arising as a result thereof and the
Change in Control Repurchase Date to the Holders and the Trustee (the “Company
Change in Control Repurchase Notice”). 
The Company Change in Control Repurchase Notice shall be sent by
first-class mail to the Trustee and to each Holder not more than 20 Business
Days after the occurrence of a Change in Control (or, in the case of a Change
in Control described in clause (iii) of the definition thereof, if later, the
date that the Company has notice of such Change in Control).  Each Company Change in Control Repurchase
Notice shall include a form of Change in Control Repurchase Notice to be completed
by a Holder and shall state:


(i)  the Change in Control
Repurchase Date;


(ii)  the Change in Control
Repurchase Price, the Conversion Rate, whether the Change in Control is in
connection with a corporate transaction referred to in Section 5.01(b)(i)
of this Indenture and the number of Additional Shares, if any, to be received
pursuant to Section 5.01(b)(i) of this Indenture;


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


(iv)  that the Company must
receive the Holder’s Change in Control Repurchase Notice before the close of
business on the Change in Control Repurchase Date;


(v)  that the Securities must be
surrendered to the Paying Agent to collect payment of the Change in Control
Repurchase Price;



 26
 









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


(vii)  the procedures the Holder
must follow under this Section 3.03;


(viii)  that Securities as to
which a Change in Control Repurchase Notice has been given may be converted
only if such Change in Control Repurchase Notice has been withdrawn in
accordance with the terms of this Indenture;


(ix)  that, unless the Company
defaults in making payment of such Change in Control Repurchase Price on
Securities covered by any Change in Control Repurchase Notice will cease to
accrue on and after the Change in Control Repurchase Date;


(x)  the CUSIP number of the
Securities; and


(xi)  the procedures for
withdrawing a Change in Control Repurchase Notice (as specified in
Section 3.04).


(c)  At
the Company’s request, which shall be made at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date by
which the Company Change in Control Repurchase Notice is to be given to the
Holders in accordance with this Section 3.03 and at the Company’s expense,
the Trustee shall give the Company Change in Control Repurchase Notice in the
Company’s name; provided that, in all cases, the text of the Company
Change in Control Repurchase Notice shall be prepared by the Company.


(d)  If
any of the Securities is in the form of a Global Security, then the Company
shall modify such notice to the extent necessary to accord with the Applicable
Procedures that apply to the repurchase of Global Securities.


(e) 
For a Security to be so repurchased at the option of the Holder upon a
Change in Control, the Paying Agent must receive such Security with the form
entitled “Option to Elect Repurchase Upon a Change in Control” (a “Change in
Control Repurchase Notice”) on the reverse thereof duly completed, together
with such Security duly endorsed for transfer, before the close of business on
the Change in Control Repurchase Date stating:


(A) if the Security which the Holder will deliver to be repurchased is
a Security in definitive form, the certificate number of such Security, or if
such Security is a Global Security, the notice must comply with the Applicable
Procedures;


(B) the portion of the principal amount of the Security which the
Holder will deliver to be repurchased, which portion must be in a principal
amount of $1,000 or any integral multiple thereof; and



 27
 









(C) that such Security shall be repurchased as of the Repurchase Date
pursuant to the terms and conditions specified in this Indenture.


All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repurchase pursuant to this
Section 3.03 shall be determined by the Company, whose determination shall
be final and binding.


(f) 
The Company shall repurchase from the Holder thereof, pursuant to this
Section 3.03, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000.  Provisions of this Indenture that apply to
the repurchase of all of a Security also apply to the repurchase of a portion
of a Security.


(g) 
Any repurchase by the Company contemplated pursuant to the provisions of
this Section 3.03 shall be consummated by the delivery to the Paying Agent
of the Change in Control Repurchase Price, together with accrued but unpaid
interest thereon, to be received by the Holder promptly following the later of
the Business Day immediately following the Change in Control Repurchase Date
and the time of the delivery or book-entry transfer of the Security (together
with all necessary endorsements) to the Paying Agent in accordance with this
Section 3.03.


(h) 
Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change in Control Repurchase Notice contemplated by
Section 3.03(b) shall have the right to withdraw such Change in Control
Repurchase Notice at any time prior to the close of business on the Change in
Control Repurchase Date by delivery of a written notice of withdrawal to the
Paying Agent at the principal office of the Paying Agent in accordance with
Section 3.04.  If the Trustee or the
Paying Agent holds money sufficient to pay the Change in Control Repurchase
Price of a Security on the Change in Control Repurchase Date in accordance with
the terms of this Indenture, then, on the Change in Control Repurchase Date,
the Security will cease to be Outstanding, whether or not the Security is
delivered to the Paying Agent. 
Thereafter, all other rights of the Holder of a Security shall
terminate, other than the right to receive the Change in Control Repurchase
Price upon delivery of the Securities.


(i) 
The Paying Agent shall promptly notify the Company of the receipt by it
of any Change in Control Repurchase Notice or written withdrawal thereof.


(j) 
Notwithstanding anything herein to the contrary, the Company’s
obligations pursuant to this Section 3.03 shall be satisfied if a third
party makes an offer to repurchase Outstanding Securities after a Change in
Control in the manner and at the times and otherwise in compliance in all
material respects with the requirements of this Section 3.03, and such
third party purchases all Securities properly tendered and not withdrawn
pursuant to the requirements of this Section 3.03.


(k)  No
Securities may be repurchased by the Company on a Change in Control Repurchase
Date pursuant to this Section 3.03 if the principal amount of the Securities
has been accelerated, and such acceleration has not been rescinded, on or prior
to the Change in Control Repurchase Date. 
The Paying Agent shall promptly return to the respective Holders thereof
any Securities (x) with respect to which a Change in Control Repurchase
Notice has been withdrawn



 28
 









in compliance with this Indenture, or (y) held by it during the
continuance of an acceleration of the principal amount of the Securities (other
than an acceleration resulting from a default in the payment of the Change in
Control Repurchase Price) in which case, upon such return, the Change in
Control Repurchase Notice with respect thereto shall be deemed to have been
withdrawn.


SECTION 3.04. 
Effect of Repurchase Notice or Change in Control Repurchase Notice.  (a)   
Upon receipt by the Paying Agent of a Repurchase Notice or Change in
Control Repurchase Notice, the Holder of the Security in respect of which such
Repurchase Notice or Change in Control Repurchase Notice, as the case may be,
was given shall (unless such Repurchase Notice or Change in Control Repurchase
Notice is withdrawn as specified in the following paragraph) thereafter be
entitled to receive solely the Repurchase Price or Change in Control Repurchase
Price, as the case may be, with respect to such Security.  Such Repurchase Price or Change in Control
Repurchase Price, as the case may be, shall be paid to such Holder, subject to
receipt of funds by the Paying Agent, promptly following the later of (x) the
Repurchase Date or the Business Day immediately following the Change in Control
Repurchase Date, as the case may be, with respect to such Security (provided
that the conditions in Section 3.02 or Section 3.03, as applicable,
have been satisfied) and (y) the time of delivery or book-entry transfer of
such Security to the Paying Agent by the Holder thereof in the manner required
by Section 3.02 or Section 3.03, as applicable.  Securities in respect of which a Repurchase
Notice or Change in Control Repurchase Notice, as the case may be, has been
given by the Holder thereof may not be converted pursuant to Article V of this
Indenture on or after the date of the delivery of such Repurchase Notice or
Change in Control Repurchase Notice, as the case may be, unless such Repurchase
Notice or Change in Control Repurchase Notice, as the case may be, has first
been validly withdrawn as specified in the following paragraph.


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


(i)  if the Security with respect
to which such notice of withdrawal is being submitted is a Security in
definitive form, the certificate number of such Security, or if such Security
is a Global Security, the notice must comply with the Applicable Procedures;


(ii)  the principal amount of the
Security with respect to which such notice of withdrawal is being submitted;
and


(iii)  the principal amount, if
any, of such Security which remains subject to the original Repurchase Notice
or Change in Control Repurchase Notice, as the case may be, and that has been
or will be delivered for repurchase by the Company.


SECTION 3.05. 
Deposit of Repurchase Price or Change in Control Repurchase Price.  Prior to 10:00 a.m. (New York City time) on
or prior to (x) the Business Day immediately following the Repurchase Date or
(y) the Change in Control Repurchase Date, as the case may



 29
 









be, 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 or Change in
Control Repurchase Price, as the case may be, of all the Securities or portions
thereof which are to be repurchased pursuant to Section 3.02 or Section 3.03,
as the case may be.


SECTION 3.06. 
Securities Repurchased in Part. 
Any Security in definitive form that is to be repurchased only in part
shall be surrendered at the office of the Paying Agent (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or such Holder’s attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge, one or more new Securities in
definitive form, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security in definitive form so surrendered which is not
repurchased.


SECTION 3.07. 
Covenant to Comply with Securities Laws Upon Repurchase of Securities.  When complying with the provisions of Section 3.02
or 3.03 of this Indenture (if and so long as such offer or repurchase
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 repurchase), the Company shall
(i) comply in all material respects with Rule 13e-4 and Rule 14e-1 under
the Exchange Act, (ii) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act and (iii) otherwise comply
in all material respects with all Federal and state securities laws so as to
permit the rights and obligations under Section 3.02 or 3.03 to be
exercised in the time and in the manner specified in Section 3.02 or 3.03.


SECTION 3.08. 
Repayment to the Company. 
To the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.05 exceeds the aggregate Repurchase Price or Change
in Control Repurchase Price, as the case may be, of the Securities or portions
thereof which the Company is obligated to repurchase as of the Repurchase Date
or Change in Control Repurchase Date, as the case may be, then, unless
otherwise agreed in writing with the Company, promptly after the Business Day
following the date on which the Repurchase Price or the Change in Control
Purchase Price, as the case may be, is made, the Trustee shall return any such
excess to the Company together with interest, if any, thereon.


SECTION 3.09. 
No Sinking Fund.  The
Securities are not entitled to any sinking fund payments.


ARTICLE
IV


COVENANTS


SECTION 4.01. 
Delivery of Certain Information. 
At any time when the Company is not subject to Section 13 or 15(d)
of the Exchange Act, until such time as the neither the Securities nor any
shares of Common Stock issued upon conversion of the Securities are “restricted
securities” within the meaning of Rule 144 of the Securities Act, upon the
request of a



 30
 









Holder or any Beneficial Owner of Securities or holder or Beneficial
Owner of Common Stock delivered upon conversion therefor, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any Beneficial Owner of Securities or holder
or Beneficial Owner of Common Stock delivered upon conversion thereof or to a
prospective purchaser of any such security designated by any such Holder,
holder or Beneficial Owner, as the case may be, to the extent required to
permit compliance by such Holder, holder or Beneficial Owner with
Rule 144A under the Securities Act in connection with the resale of any
such security.  “Rule 144A
Information” shall be such information as is specified pursuant to
Rule 144A(d)(4) under the Securities Act or any successor provisions.


SECTION 4.02. 
Payment of Principal and Interest; Compliance with Terms.  The Company will duly and punctually pay the
principal of and interest on the Securities in accordance with the terms of the
Securities and this Indenture, net of any taxes required to be withheld, and
will duly comply with all the other terms, agreements and conditions contained
in, or made in this Indenture for the benefit of, the Securities.


SECTION 4.03. 
Maintenance of Agency.  The
Company will maintain an office or agency in The Borough of Manhattan, The City
of New York, where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. 
The Company hereby appoints the New York office of the Trustee, located
101 Barclay Street, New York, NY 10286, Attention: Trust Services Window, as
its initial office or agency for the purpose of this Section 4.03.


The Company, by written notice to the Trustee, may
also from time to time designate one or more other offices or agencies where
Securities may be presented for any or all such purposes, and, by like notice,
may from time to time rescind such designations.


SECTION 4.04. 
Money for Security Payments To Be Held in Trust.  If the Company shall at any time act as its
own Paying Agent for any Securities, it will, on or before each due date of the
principal of or interest on any of the Securities, set aside, segregate and
hold in trust for the benefit of the Persons entitled thereto, a sum sufficient
to pay the principal or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.


Whenever the Company shall have one or more Paying
Agents for any Securities, it will, on or prior to each due date of the
principal of or interest on any Securities, deposit, subject to the last
paragraph of this Section 4.04, with a Paying Agent a sum sufficient to
pay the principal or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal and interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.


The Company will cause each Paying Agent for any
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee and the
Company, subject to the provisions of this Section, that such Paying Agent
will:



 31
 









(1)           hold all sums held by it for the
payment of principal of or any interest on Securities in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to said Persons
or otherwise disposed of as herein provided;


(2)           give the Trustee notice of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment of principal of or interest on the Securities; and


(3)           at any time during the continuance of
any such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such sums.


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of or interest on any Security and remaining unclaimed for one year after such
principal or interest has become due and payable shall be paid to the Company
on Company Request, or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.  The Trustee may also adopt and employ, at the
expense of the Company, any other reasonable means of notification of such proposed
repayment.


SECTION 4.05. 
Certification of Compliance of the Company.  The Company will promptly (and in any event
within 30 days) notify the Trustee upon obtaining knowledge of any default
under this Indenture, and shall comply with the provisions of
Section 314(a)(4) of the TIA, if applicable.


SECTION 4.06. 
Corporate Existence. 
Subject to Article IX, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises and the corporate
existence, rights (charter and statutory) and franchises of all of its
Subsidiaries; provided, however, that the Company shall not be
required to, or to cause any such Subsidiary to, preserve any right or
franchise or to keep in full force and effect the corporate existence of any
such Subsidiary if the Company  shall
determine that the keeping in existence or preservation thereof is no longer



 32
 









desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders of
the Securities.


SECTION 4.07. 
Waiver of Covenants.  The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Section 4.06 hereof, if before or after the time
for such compliance the Holders of a majority in principal amount of the
Securities at the time Outstanding shall, by Act of such Holders of Securities,
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company in respect
of any such covenant or condition shall remain in full force and effect.


SECTION 4.08. 
Requirement to Deliver Reports. 
The Company will deliver to the Trustee any reports it is required to
file with Commission pursuant to Section 13 or 15(d) of the Exchange Act and
under the TIA within 15 days after the Company has filed those documents or
reports with the Commission.


ARTICLE
V


CONVERSION


SECTION 5.01. 
Conversion Privilege. 
(a)    Prior to the close of
business on the Business Day immediately preceding April 11, 2037, and subject
to the provisions of this Article V, a Holder of a Security may convert such
Security into cash and Common Stock, if any (subject to the Company’s right to
elect to pay cash in lieu of any shares of Common Stock to be issued and
delivered upon conversion of such Security pursuant to Section 5.14(b)), at the
then-current Conversion Rate.


(b)  (i)    If a Change in Control (other than relating
to the composition of the Board of Directors as described in clause
(iv) of the definition of Change in Control in Section 1.01) occurs
on or prior to April 11, 2008 and, in the case of any such Change in Control
pursuant to which shares of Common Stock are exchanged for or converted into
cash, securities, or other property, 10% or more of the Fair Market Value of
the consideration for the Common Stock (as determined by the Board of
Directors, whose determination shall be conclusive evidence of such Fair Market
Value) in such Change in Control consists of (i) cash, (ii) other
property or (iii) securities that are not traded or scheduled to be traded
immediately following such transaction on a U.S. national securities exchange,
then the Conversion Rate of the Securities converted in connection with such
Change in Control shall be increased by a number of additional shares of Common
Stock (the “Additional Shares”) determined in the manner set forth
below; provided that if the Share Price in such transaction is greater
than $275.00, or less than $58.97 (such prices subject in each case to
adjustment in the same manner as the Share Prices set forth in Schedule A
hereto, as described in Section 5.01(b)(iii) below), the number of Additional
Shares shall be zero; provided further that in no event will the
Conversion Rate exceed 16.9577 shares of Common Stock per $1,000 principal
amount of Securities, subject to adjustments in the same manner as the
Conversion Rate as set forth in this Indenture. 
For the avoidance of doubt, the adjustment provided for in this



 33
 









Section 5.01(b)
shall only be made with respect to the Securities being converted in connection
with such Change in Control and shall not be effective as to any Securities not
so converted (it being understood that a Holder of Securities electing to
convert the Securities pursuant to this Section 5.01(b) shall provide the
Conversion Agent with a notice as contemplated by Section 5.02).


(ii)  The number of Additional
Shares will be determined by reference to the table attached as Schedule A
hereto, based on the date such Change in Control becomes effective (the “Effective
Date”) and the Share Price.  In the case
of any Change in Control pursuant to which the Common Stock is exchanged for or
converted into cash, securities, or other property, if holders of Common Stock
receive only cash in the relevant Change in Control, the “Share Price”
shall be the cash amount paid per share of Common Stock. Otherwise, the “Share
Price” shall be the average of the Common Stock Prices of the Common Stock
on the five Trading Days prior to but not including the Effective Date of the
relevant Change in Control.  If the Share
Price is between two Share Prices in the table, or the Effective Date is
between two Effective Dates in the table, the Company shall determine the
number of Additional Shares by a straight-line interpolation between the number
of Additional Shares set forth for the higher and lower Share Prices and the
earlier and later Effective Dates, as applicable, based on a 365-day year.


(iii)  The Share Prices set forth
in the first row of the table (i.e., column headers) in Schedule A
hereto will be adjusted as of any date on which the Conversion Rate of the
Securities is adjusted pursuant to this Indenture.  The adjusted Share Prices will equal the
Share Prices applicable immediately prior to such adjustment, multiplied by
a fraction, the numerator of which is the Conversion Rate immediately prior to
the adjustment giving rise to the Share Price adjustment, and the denominator
of which is the Conversion Rate as so adjusted. 
The number of Additional Shares will be adjusted in the same manner as
the Conversion Rate as set forth in this Indenture.


(iv)  Conversion “in connection
with a Change in Control”, for purposes of this Section 5.01, means any
conversion in respect of which the Conversion Notice is delivered at any time
during the period from and including the Effective Date until, and including,
the close of business on the Business Day immediately preceding the Change in
Control Repurchase Date corresponding to such Change in Control.


(c) 
Notwithstanding the foregoing, and in lieu of adjusting the Conversion
Rate as set forth in Section 5.01(b), in the case of a Public Acquirer Change
in Control, the Company may elect (with advance notice thereof to the Trustee
and the Conversion Agent and each Holder of Securities, and in any event, prior
to the 20th day immediately preceding the proposed Effective Date of the Public
Acquirer Change in Control) that, from and after the Effective Date of such
Public Acquirer Change in Control, the right to convert a Security into cash
and shares of Common Stock (or the consideration into which the Common Stock
has been converted into, exchanged for or constitutes solely the right to
receive, as the case may be), if any (subject to the Company’s right to elect
to pay cash in lieu of any shares of Common Stock or such consideration to be
issued or delivered upon conversion of such Security pursuant to Section
5.14(b)), will be changed into a right to convert a Security solely into shares
of Public Acquirer Common Stock based on the Conversion Rate as adjusted below.  If the Company makes the



 34
 









election referred to in the immediately preceding sentence, the Company
may irrevocably elect, at any time prior to the 20th day immediately preceding
the proposed Effective Date of the Public Acquirer Change in Control, to adjust
the terms of the Holder’s conversion privilege, such that following such
adjustment, the provisions of Section 5.14 shall apply, mutatis mutandis;
provided, however, that references to the “Common Stock” in
Section 5.14 and in the definitions Daily Conversion Value, Daily Settlement
Amount and Common Stock Price shall be deemed instead to be references to the
Public Acquirer Common Stock.  If the
Company makes the election described in the first sentence or the second
sentence of this Section 5.01(c), from and after the Effective Date of the
relevant Public Acquirer Change in Control, the Conversion Rate in effect
immediately before such Effective Date shall be adjusted by a fraction:


(i)  the numerator of which will
be (a) in the case of a share exchange, consolidation or merger pursuant
to which the Common Stock is exchanged for cash, securities or other property,
the Fair Market Value of all cash and any other consideration (as determined by
the Board of Directors) paid or payable per share of Common Stock or
(b) in the case of any other Public Acquirer Change in Control, the
average of the Common Stock Price of the Common Stock for the five consecutive
Trading Days prior to but excluding the Effective Date of such Public Acquirer
Change in Control, and


(ii)  the denominator of which
will be the average of the Common Stock Prices of the Public Acquirer Common
Stock for the five consecutive Trading Days prior to but excluding the
Effective Date of such Public Acquirer Change in Control.


(d)  A
Holder may convert a portion of a Security equal to $1,000 or any integral
multiple thereof.  Provisions of this
Indenture that apply to conversion of all of a Security also apply to
conversion of a portion of a Security.


(e)  If
a Security is called for redemption pursuant to Section 3.01 of this
Indenture, in order to convert such Security, the Holder must deliver the
Security to the Conversion Agent (or, if the Security is held in book-entry
form, complete and deliver to the Depositary appropriate instructions in
accordance with the Applicable Procedures) at any time prior to the close of
business on the Business Day immediately prior to the applicable Redemption
Date for such Security (unless the Company shall default in paying the
Redemption Price when due, in which case the conversion right shall terminate
on the date such Event of Default is cured and such Security is redeemed).  A Security in respect of which a Holder has
delivered a Repurchase Notice pursuant to Section 3.02, or a Change in
Control Repurchase Notice pursuant to Section 3.03 exercising the option
of such Holder to require the Company to repurchase such Security, may be
converted only if such Repurchase Notice or Change in Control Repurchase
Notice, as the case may be, is withdrawn by a written notice of withdrawal
delivered to the Paying Agent prior to the Repurchase Date or the Change in
Control Repurchase Date, as the case may be, in accordance with
Section 3.02 or Section 3.03, and Section 3.04, as applicable.


(f)  A
Holder of Securities is not entitled to any rights of a holder of Common Stock
until such Holder has converted its Securities into Common Stock as set forth
in Section 5.02(b).



 35















SECTION 5.02. 
Conversion Procedure. 
(a)    To convert a Security, a
Holder must (i) if the Security is in definitive form, complete and manually
sign the irrevocable conversion notice on the back of the Security (a “Conversion
Notice”, which term, for the avoidance of doubt, shall include the
instructions referred to in clause (v) of this Section 5.02(a), if
applicable) and deliver such notice to the Conversion Agent, (ii) if the
Security is in definitive form, surrender the Security to the Conversion Agent,
(iii) if the Security is in definitive form, furnish appropriate
endorsements and transfer documents if required by the Security Registrar or
the Conversion Agent, (iv) pay any transfer or other tax, if required by
Section 5.03 and (v) if the Security is held in book-entry form,
complete and deliver to the Depositary appropriate conversion instructions
pursuant to the Applicable Procedures. 
The date on which the Holder satisfies all of the foregoing requirements
is the “Conversion Date”.  If a
Holder of Securities converts such Securities, then on the third Trading Day
immediately following the last day of the related Observation Period, the
Company shall deliver to the Holder through the Conversion Agent cash and
shares of Common Stock, if any, in the amounts calculated in accordance with
Section 5.14.


(b) 
The Person in whose name the Security is registered shall be deemed,
with respect to any shares of Common Stock due upon conversion of such Security
in accordance with Section 5.14, to be a stockholder of record at the close of
business on the last Trading Day of the Observation Period; provided
that if such date is a date on which the stock transfer books of the Company
shall be closed, the Person in whose name the certificates are to be delivered
as the record holder thereof for all purposes shall be the next succeeding day
on which such stock transfer books are open.


(c)  No
payment or adjustment will be made for accrued but unpaid interest on any
converted Security or for dividends or distributions on shares of Common Stock
issued upon conversion of a Security. 
The Company shall not adjust the Conversion Rate to account for the
accrued but unpaid interest.  Any accrued
but unpaid interest on a Security shall be deemed to be paid in full upon
conversion of such Security, rather than cancelled, extinguished or
forfeited.  Notwithstanding the
foregoing, if Securities are converted after the close of business on a Record
Date and prior to the open of business on the next Interest Payment Date,
Holders of such Securities at the close of business on such Record Date shall
receive the accrued but unpaid interest payable on such Securities on the
corresponding Interest Payment Date notwithstanding the conversion.  In such event, such Security, when surrendered
for conversion, must be accompanied by delivery of a check payable to the
Conversion Agent in an amount equal to the accrued but unpaid interest payable
on such Interest Payment Date on the portion so converted.  If such payment does not accompany such Security,
the Security shall not be converted; provided that no such payment shall
be required (1) if such Security has been called for redemption on a Redemption
Date that is after a Record Date but on or prior to the corresponding Interest
Payment Date, (2) if the Company has specified a Change in Control Repurchase
Date that is after a Record Date but on or prior to the corresponding Interest
Payment Date, or (3) to the extent of overdue interest (including any overdue
Additional Interest), if any such overdue interest exists at the time of
conversion with respect to the Securities converted.  If the Company defaults in the payment of
interest payable on the Interest Payment Date, the Conversion Agent shall
promptly repay such funds to the Holder.



 36
 









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


SECTION 5.03. 
Taxes on Conversion.  If a
Holder converts a Security, the Company shall pay any documentary, stamp or
similar issue or transfer tax due on the issue of shares of Common Stock upon
such conversion.  However, the Holder shall
pay any tax which is due because the Holder requests the shares to be issued in
a name other than the Holder’s name.  The
Conversion Agent may refuse to deliver the certificates representing the Common
Stock being issued in a name other than the Holder’s name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a name other than the Holder’s name.


SECTION 5.04. 
Company to Provide Stock. 
(a)    The Company shall, prior to
issuance of any Securities hereunder, and from time to time as may be
necessary, reserve, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Securities into shares of Common Stock.  The certificates representing the shares of
Common Stock issued upon conversion of Transfer Restricted Securities shall
bear a legend substantially in the following form:


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES
LAWS.  NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, PLEDGED, OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.  BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT IT IS
A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”)) AND IS PURCHASING IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY PRIOR TO THE DATE WHICH IS THE LATER OF (X) TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT)
AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR
OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”) EXCEPT (A) TO
GENERAL MILLS, INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER,
(C) PURSUANT TO AN EXEMPTION (OTHER THAN RULE 144A) FROM REGISTRATION
UNDER THE SECURITIES ACT INCLUDING PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (D) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO



 37
 









RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (IN EACH
CASE (A) THROUGH (D) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS) AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND, IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
GENERAL MILLS, INC. AND THE TRANSFER AGENT. 
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.”


(b) 
The Company covenants that all shares of Common Stock delivered upon
conversion of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and non-assessable and
shall be free from preemptive rights and free of any lien or adverse claim.


(c) 
The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the offer and delivery of shares of Common Stock
upon conversion of Securities, if any, and will list or cause to have quoted
such shares of Common Stock on each U.S. national securities exchange or in the
over-the-counter market or such other market on which the Common Stock is then
listed or quoted.


SECTION 5.05. 
Adjustment of Conversion Rate. 
The Conversion Rate shall be adjusted without duplication from time to
time by the Company as follows:


(a)  If
the Company shall pay a dividend or make a distribution to all holders of the
outstanding Common Stock in shares of Common Stock, the Conversion Rate shall
be increased so that the same shall equal the rate determined by multiplying
the Conversion Rate in effect at the open of business on the Ex-Dividend Date
for such dividend or other distribution by a fraction,


(i)  the numerator of which shall
be the sum of (A) the number of shares of Common Stock outstanding immediately
prior to the open of business on the Ex-Dividend Date for such dividend or
distribution, plus  (B) the
total number of shares of Common Stock constituting the dividend or
distribution; and


(ii)  the denominator of which
shall be the number of shares of Common Stock outstanding immediately prior to
the open of business on the Ex-Dividend Date for such dividend or distribution,


such increase to become effective immediately after the open of
business on the Ex-Dividend Date for such dividend or distribution.  If any dividend or distribution of the type
described in



 38
 









this Section 5.05(a) is declared but not so paid or made, the
Conversion Rate shall again be adjusted to the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.


(b)  If
the Company shall issue rights, warrants or options to all holders of its
outstanding shares of Common Stock entitling them (for a period expiring not
more than 60 days after the date of distribution for such rights, warrants or
options) to subscribe for or purchase shares of Common Stock at a price per
share less than the average Common Stock Price of the Common Stock for the five
Trading Days ending on the earlier of the record date for such distribution and
the Trading Day immediately prior to the Ex-Dividend Date for such
distribution, the Conversion Rate shall be adjusted so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect at the
open of business on the Ex-Dividend Date for such distribution by a fraction,


(i)  the numerator of which shall
be the sum of (A) the number of shares of Common Stock outstanding immediately
prior to the open of business on the Ex-Dividend Date for such distribution, plus
(B) the total number of shares of Common Stock issuable pursuant to such
rights, warrants or options; and


(ii)  the denominator of which
shall be (1) the number of shares of Common Stock outstanding immediately prior
to the open of business on the Ex-Dividend Date for such distribution, plus
(2)(a) the number of shares of Common Stock equal to the aggregate price
payable to exercise such rights, warrants or options, divided by (b) the
average of the Common Stock Prices of the Common Stock over the ten consecutive
Trading-Day period ending on the Trading Day immediately preceding the
Ex-Dividend Date for the distribution of such rights, warrants or options.


Such adjustment shall be successively made whenever
any such rights, warrants or options are issued, and shall become effective
immediately after the open of business on the Ex-Dividend Date for such
distribution.  To the extent that shares
of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such
rights, warrants or options been made on the basis of delivery of only the
number of shares of Common Stock actually delivered.  In the event that such rights or warrants are
not so issued, the Conversion Rate shall again be adjusted to be the Conversion
Rate that would then be in effect if the Ex-Dividend Date for such distribution
had not occurred.  In determining whether
any rights, options or warrants entitle the holders to subscribe for or
purchase shares of Common Stock at less than the average Common Stock Price of
the Common Stock for the five Trading Days ending on the earlier of the record
date for such distribution and the Trading Day immediately prior to the
Ex-Dividend Date for such distribution, and in determining the aggregate
offering price of such shares of Common Stock, there shall be taken into
account any consideration received by the Company for such rights or warrants
and any amount payable on exercise or conversion thereof, the value of such
consideration, if other than cash, to be determined by the Board of Directors
(whose determination shall be conclusive evidence of such value).  Notwithstanding the foregoing, no adjustment
to the Conversion Rate will be made pursuant to this Section 5.05(b) if Holders
of the Securities are entitled to participate in the relevant distribution
triggering an adjustment at the same time and otherwise on substantially the
same



 39
 









terms as holders of the Common Stock as if such
Holders of Securities had converted their Securities into solely Common Stock
immediately prior to such distribution at the then-applicable Conversion
Rate.  In no event shall the Conversion
Rate be decreased pursuant to this Section 5.05(b).


(c)  If
outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Rate in effect at the open of business
on the day that such subdivision becomes effective shall be proportionately
increased, and conversely, if outstanding shares of Common Stock shall be
combined into a smaller number of shares of Common Stock, the Conversion Rate
in effect at the open of business on the day that such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the open of business on the
day that such subdivision or combination becomes effective.


(d)  If
the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock evidences of its indebtedness, shares of any class of Capital
Stock of the Company or other securities or other assets (excluding (x) any
dividend or distribution described in Section 5.05(a), (y) any rights, options
or warrants described in Section 5.05(b) and (z) any dividend or distribution
described in Section 5.05(e)) (any of the foregoing hereinafter in this section
5.04(d) called the “Distributed Assets”), then, in each such case,
subject to the immediately succeeding paragraph, the Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Conversion Rate in effect at the open of business on the Ex-Dividend Date
for such dividend or distribution by a fraction,


(i)  the numerator of which shall
be the Current Market Price per share of the Common Stock on the Ex-Dividend
Date for such dividend or distribution; and


(ii)  the denominator of which
shall be the Current Market Price per share of the Common Stock on such
Ex-Dividend Date less the Fair Market Value (as determined by the Board of
Directors (whose determination shall be conclusive evidence of such Fair Market
Value) and described in a Board Resolution) on the Ex-Dividend Date for such
dividend or distribution of the portion of the Distributed Assets so
distributed applicable to one share of Common Stock,


such adjustment to become effective immediately after
the open of business on the Ex-Dividend Date for such dividend or distribution;
provided, however, that if the Fair Market Value (as so determined) of the
portion of the Distributed Assets so distributed applicable to one share of
Common Stock is equal to or greater than such Current Market Price per share of
the Common Stock, in lieu of the foregoing adjustment, adequate provision shall
be made so that each Holder shall have the right to receive on the date on
which the Distributed Assets are distributed to holders of Common Stock, for
each $1,000 principal amount of Securities, the amount of Distributed Assets
such Holder would have received had such Holder owned a number of shares of
Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such dividend
or distribution.  In the event that such
dividend or distribution is not so paid or made, the Conversion Rate shall be
adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared. 
If the Board of Directors determines the Fair Market Value of any
distribution for purposes of this Section 5.05(d) by reference to the actual



 40
 









or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used
in computing the Current Market Price of the Common Stock.


If any Distributed Assets
requiring any adjustment pursuant to this Section 5.05(d) consist solely of the
Capital Stock, or similar equity interests in, a Subsidiary or other business unit
of the Company that are or in connection with such distribution will be listed
or quoted for trading on a U.S. national or regional securities exchange, then
in lieu of the adjustment provided for in the immediately preceding paragraph,
the Conversion Rate in effect at the close of business on the tenth Trading Day
immediately following, and including, the effective date of such distribution
shall be increased by multiplying the Conversion Rate then in effect by a
fraction,


(A)          the
numerator of which is the sum of (1) the average of the Common Stock Prices
(determined, for purposes of such definition, as if the amount of Distributed
Assets per share of Common Stock were a share of Common Stock) of such
Distributed Assets for the 10 Trading Days commencing on, and including, the
effective date of such distribution on the New York Stock Exchange or such
other national or regional exchange or market on which such Distributed Assets
are then listed or quoted, plus  (2) the
average of the Common Stock Prices of the Common Stock for the 10 Trading Days
commencing on and including the effective date of such distribution on the New
York Stock Exchange or such other national or regional exchange or market on
which such Distributed Assets are then listed or quoted, and


(B)           the
denominator of which is the average of the Common Stock Prices of the Common
Stock for the 10 Trading Days commencing on and including the effective date of
such distribution on the New York Stock Exchange or such other national or
regional exchange or market on which the Distributed Assets are then listed or
quoted,


such adjustment to become effective immediately after
the close of business on the tenth Trading Day immediately following, and
including, the effective date of such distribution.


Rights or warrants
distributed by the Company to all holders of Common Stock entitling the Holders
thereof to subscribe for or purchase shares of the Company’s Capital Stock
(either initially or under certain circumstances), which rights or warrants,
until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to
be transferred with such shares of Common Stock; (ii) are not exercisable; and
(iii) are also issued in respect of future issuances of Common Stock, shall be
deemed not to have been distributed for purposes of this Section 5.05(d) (and
no adjustment to the Conversion Rate under this Section 5.05(d) shall be
required) until the occurrence of the earliest Trigger Event, whereupon such
rights and warrants shall be deemed to have been distributed and an appropriate
adjustment (if any is required) to the Conversion Rate shall be made under this
Section 5.05(d).  If any such right or
warrant, including any such existing rights or warrants distributed prior to
the date of this Indenture, are subject to events, upon the occurrence of which
such rights or warrants become exercisable to purchase different securities,
evidences of indebtedness or other assets, then the date of the occurrence of
any and each such event shall be deemed to be the date of distribution and
Ex-Dividend Date with respect to new rights or warrants with such rights (and a
termination or expiration of the existing rights or warrants without exercise
by any of the holders thereof). In



 41
 









addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of
the type described in the preceding sentence) with respect thereto that was
counted for purposes of calculating a distribution amount for which an adjustment
to the Conversion Rate under this Section 5.05(d) was made, (1) in the case of
any such rights or warrants that shall all have been redeemed or repurchased
without exercise by any holders thereof, the Conversion Rate shall be
readjusted upon such final redemption or repurchase to give effect to such
distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price received by
a holder or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all
holders of Common Stock as of the date of such redemption or repurchase, and
(2) in the case of such rights or warrants that shall have expired or been
terminated without exercise by any holders thereof, the Conversion Rate shall
be readjusted as if such rights and warrants had not been issued.


For purposes of this
Section 5.05(d), Section 5.05(a) and Section 5.05(b), any dividend or
distribution to which this Section 5.05(d) is applicable that also includes
shares of Common Stock, or rights or warrants to subscribe for or purchase
shares of Common Stock (or both), shall be deemed instead to be (1) a dividend
or distribution of the evidences of indebtedness, assets or shares of Capital
Stock other than such shares of Common Stock or rights or warrants (and any
Conversion Rate adjustment required by this Section 5.05(d) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Rate adjustment required by Section
5.05(a) and (b) with respect to such dividend or distribution shall then be
made), except (A) the Ex-Dividend Date for such dividend or distribution shall
be substituted for “the Ex-Dividend Date for such dividend or distribution”
within the meaning of Section 5.05(a), Section 5.05(b) and Section 5.05(d) and
(B) any shares of Common Stock included in such dividend or distribution shall
not be deemed “outstanding immediately prior to the open of business on the
Ex-Dividend Date for such dividend or distribution” within the meaning of
Section 5.05(a).


Notwithstanding the
foregoing, no adjustment to the Conversion Rate will be made pursuant to this
Section 5.05(d) if Holders of the Securities are entitled to participate in the
relevant distribution triggering an adjustment at the same time and otherwise
on substantially the same terms as holders of the Common Stock as if such
Holders of Securities had converted their Securities into solely Common Stock
immediately prior to such distribution at the then-applicable Conversion
Rate.  In no event shall the Conversion
Rate be decreased pursuant to this Section 5.05(d).


(e)  In
case the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock cash (an “Extraordinary Cash Dividend”) (excluding any
dividend or distribution in connection with the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, or any regular
quarterly cash dividend on the Common Stock to the extent that the aggregate
amount of such cash dividend per share of Common Stock does not exceed $0.37
for any quarterly period ($0.37 being the “Quarterly Dividend Threshold
Amount”)), then, in such case, the Conversion Rate shall be increased so
that the same shall equal the rate determined by multiplying the Conversion
Rate in effect immediately prior to the open of business on the Ex-Dividend
Date for such Extraordinary Cash Dividend by a fraction,



 42
 









(i)  the numerator of which shall
be the Current Market Price of the Common Stock on the Record Date for such
Extraordinary Cash Dividend, minus  the
Quarterly Dividend Threshold Amount, and


(ii)  the denominator of which
shall be such Current Market Price of the Common Stock on such Record Date, minus
the amount per share of Common Stock of the portion of such Extraordinary Cash
Dividend applicable to one share of Common Stock; provided that if an
adjustment is required to be made under this clause (e) as a result of an
Extraordinary Cash Dividend that is not a regular quarterly cash dividend, the
Quarterly Dividend Threshold Amount will be deemed to be zero,


such adjustment to be effective immediately after the
open of business on the Ex-Dividend Date for such Extraordinary Cash Dividend;  provided that
if the portion of such Extraordinary Cash Dividend applicable to one share of
the Common Stock is equal to or greater than the Current Market Price of the
Common Stock on the relevant Record Date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Holder shall have the right to
receive on the date on which the relevant Extraordinary Cash Dividend is
distributed to holders of Common Stock, for each $1,000 principal amount of
Securities, the amount of cash such Holder would have received had such Holder
owned a number of shares of Common Stock equal to the Conversion Rate on the
Ex-Dividend Date for such Extraordinary Cash Dividend.  In the event that such dividend or
distribution is not so paid or made, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared. 
In no event shall the Conversion Rate be decreased pursuant to this
Section 5.05(e).  The Quarterly Dividend
Threshold Amount is subject to adjustment in a manner inversely proportional to
adjustments to the Conversion Rate; provided that no adjustment will be
made to the Quarterly Dividend Threshold Amount for any adjustment made to the
Conversion Rate pursuant to this Section 5.05(e).


(f)  If the Company or one of its Subsidiaries
makes a payment in respect of a tender offer or exchange offer, other than an
odd-lot offer, for the Common Stock that shall require the payment to
shareholders of consideration per share of Common Stock having a Fair Market
Value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) that exceeds the Common Stock
Price of the Common Stock on the Trading Day next succeeding the last time (the
“Expiration Time”) at which tenders or exchanges may be made pursuant to
such tender or exchange offer (as it shall have been amended), the Conversion
Rate shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the open of
business on the day immediately following the Trading Day next succeeding the
Expiration Time by a fraction,


(i)  the numerator of which shall
be the sum of (i) the Fair Market Value, as determined by the Board of
Directors (determined as aforesaid), of the aggregate consideration payable for
all shares of Common Stock that the Company or such Subsidiary purchased in
such tender or exchange offer (the “Purchased Shares”) and (ii) the
product of (x) the number of shares of Common Stock outstanding as of the
Trading Day next succeeding the Expiration Time, less the number of
Purchased Shares



 43
 









and (y) the
Common Stock Price of the Common Stock on the Trading Day next succeeding the
Expiration Time; and


(ii)  the denominator of which
will be the product of the (x) number of shares of Common Stock outstanding as
of the Trading Day next succeeding the Expiration Time, including any the
Purchased Shares, and (y) the Common Stock Price of the Common Stock on the
Trading Day next succeeding the Expiration Time,


such adjustment to become effective immediately after
the open of business on the day immediately following the Trading Day next
succeeding the Expiration Time. In the event that the Company is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Company
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such tender or
exchange offer had not been made.  In no
event shall the Conversion Rate be decreased pursuant to this Section 5.05(f).


(g)  In
case of a tender or exchange offer made by a Person other than the Company or
any Subsidiary of the Company for an amount that increases the offeror’s
ownership of Common Stock to more than 25% of the Common Stock outstanding and
shall involve the payment by such Person of consideration per share of Common
Stock having a Fair Market Value (as determined by the Board of Directors,
whose determination shall be conclusive, and described in a Board Resolution)
that as of the as of the last time (the “Offer Expiration Time”) tenders
or exchanges may be made pursuant to such tender or exchange offer (as it shall
have been amended) exceeds the Common Stock Price of the Common Stock on the
Trading Day next succeeding the Offer Expiration Time, and in which, as of the
Offer Expiration Time, the Board of Directors is not recommending rejection of
the offer, the Conversion Rate shall be increased so that the same shall equal
the price determined by multiplying the Conversion Rate in effect immediately at
the close of business on the Trading Day next succeeding the Offer Expiration
Time by a fraction,


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


(ii)  the denominator of which
shall be the number of shares of Common Stock outstanding (including the
Accepted Purchased Shares) at the Offer Expiration Time, multiplied by
the Common Stock Price of the Common Stock on the Trading Day next succeeding
the Offer Expiration Time,



 44
 









such adjustment to become effective immediately after
the close of business on the Trading Day next succeeding the Offer Expiration
Time.  If such Person is obligated to
purchase shares pursuant to any such tender or exchange offer, but such Person
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such tender or
exchange offer had not been made. 
Notwithstanding the foregoing, the adjustment described in this
Section 5.05(g) shall not be made if, as of the Offer Expiration Time, the
offering documents with respect to such offer disclose a plan or intention to
cause the Company to engage in a consolidation, merger or sale of all or
substantially all of the properties and assets of the Company.


(h) 
The Board of Directors shall make appropriate adjustments to the
Conversion Rate, and the amount of cash or number of shares of Common Stock, as
the case may be, due upon conversion, in its good faith judgment, to account
for any adjustment to the Conversion Rate that becomes effective, or any event
requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of
the event occurs, during the period beginning on the Conversion Date and ending
on close of business on the last Trading Day of the relevant Observation
Period.


(i) 
Before taking any action which would cause an adjustment increasing the
Conversion Rate so that the shares of Common Stock issuable upon conversion of
the Securities would be issued for less than the par value of such Common
Stock, the Company will take all corporate action which may be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable shares of such Common Stock at such adjusted Conversion Rate.


(j)  To
the extent that any rights plan or “poison pill” adopted by the Company is in
effect upon conversion of the Securities into cash and shares of Common Stock,
converting Holder shall receive, in addition to such cash and shares of Common
Stock, the rights under such rights plan or “poison pill”, only if such rights
have not separated from the Common Stock at the time of conversion, and no
adjustment to the Conversion Rate shall be made in connection with any
distribution of rights thereunder. If, however, the rights have separated from
the Common Stock, converting Holders shall not receive the rights.  Rather, an adjustment to the Conversion Rate
will be made in accordance with Section 5.05(d).


SECTION 5.06. 
No Adjustment.  (a)    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 that any
adjustments which by reason of this Section 5.06 are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.


(b) 
All calculations under this Article V shall be made to the nearest
cent, with one-half cent rounded up, or to the nearest ten-thousandth (0.0001)
of a share, with each five hundred-thousandth (0.00005) of a share being
rounded up, as the case may be.


(c) 
Notwithstanding the foregoing, no adjustment need be made for:



 45














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


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


(iii)  the issuance of any shares
of Common Stock pursuant to any option, warrant, right or exercisable,
exchangeable or convertible security, not described in Section 5.06(b)(ii) and
outstanding as of the date of this Indenture,


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


(v)  accrued and unpaid interest.


SECTION 5.07. 
Equivalent Adjustments. 
If, as a result of an adjustment made pursuant to Section 5.05
above, the Holder of any Security thereafter surrendered for conversion shall
become entitled to receive any shares of Capital Stock of the Company other
than shares of Common Stock, thereafter the Conversion Rate of such other
shares so receivable upon conversion of any Securities shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in this
Article V.


SECTION 5.08. 
Adjustment for Tax Purposes. 
The Company shall be entitled to make such increases in the Conversion
Rate, in addition to those required by Section 5.05, as the Board of
Directors in its discretion shall determine to be advisable in order that any
stock dividends, subdivisions of shares, distributions of rights to purchase
stock or other securities, or distributions of securities convertible into or
exchangeable for stock hereafter made by the Company to its holders of Common
Stock shall not be taxable to such holders.


SECTION 5.09. 
Notice of Adjustment. 
Whenever a Change in Control (including a Public Acquirer Change in
Control) occurs, or the Conversion Rate is adjusted (whether pursuant to
Section 5.01(b), 5.01(c), 5.05, 5.11 or otherwise) or Holders become
entitled to other securities or due bills, the Company shall promptly mail to
Holders a notice of such occurrence or the adjustment and file with the Trustee
and the Conversion Agent an Officer’s Certificate briefly stating the facts of
such occurrence or the facts requiring the adjustment and the manner of
computing it.  In the case of an
adjustment, the certificate shall be conclusive evidence of the correctness of
such adjustment, absent manifest error, and the Trustee and the Conversion
Agent may conclusively assume that, unless and until such certificate is
received by it, no such adjustment is required.


SECTION 5.10. 
Notice of Certain Transactions. 
In case:


(a) the Company shall declare a dividend (or any other distribution) on
the Common Stock that would require an adjustment to the Conversion Rate
pursuant to Section 5.05; or



 46
 








(b) the Company shall authorize the granting to the holders of Common
Stock of rights, warrants or options to subscribe for or purchase any share of
any class or any other rights, warrants or options that would require an
adjustment to the Conversion Rate pursuant to Section 5.05; or


(c) of any reclassification of the Common Stock of the Company (other
than a change in par value, or from par value to no par value, or from no par
value to par value), or of any consolidation, merger, or share exchange to
which the Company is a party and for which approval of any holders of Common
Stock is required, or of the sale or transfer of all or substantially all of
the properties and assets of the Company; or


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


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


SECTION 5.11. 
Effect of Reclassification, Consolidation, Merger, Share Exchange or
Sale on Conversion Privilege. 
(a)    Subject to the Company’s
rights as set forth in Section 5.01(c) with respect to a Public Acquirer Change
in Control, if any of the following shall occur, namely:  (i) any reclassification or change of
outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination); (ii) any consolidation, combination, merger
or share exchange to which the Company is a party; (iii) any sale or
conveyance of all or substantially all of the properties and assets of the
Company, in each case pursuant to which the shares of the Common Stock are
exchanged for or converted into cash, securities or other property, then the
Company or such successor or purchasing Person, as the case may be, shall, as a
condition precedent to such reclassification, change, consolidation, merger,
share exchange, sale or conveyance, execute and deliver to the Trustee a
supplemental indenture providing that the Holder of each Security then
outstanding shall have the right to convert such Security into, and as of the
effective time of such transaction, Holders shall have the right to convert
their Securities into, cash, and (if applicable) securities, or other property,
that Holders would have been entitled to receive had Holders owned a number of
shares of Common Stock equal to the Conversion Rate immediately prior to the
effective time of the relevant transaction, multiplied by the principal
amount (expressed in thousands) of the Securities converted, and the amount and



 47
 








type of consideration received in settlement of any such conversion
shall be determined pursuant to Section 5.14 mutatis mutandis; provided,
however, that references to the “Common Stock” in Section 5.14 and in
the definitions of Daily Conversion Value, Daily Settlement Amount and Common
Stock Price shall be deemed instead to be references to a unit of amount and
type of consideration that the holder of one share of Common Stock would have
received or been entitled to receive in such transaction.  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 V.  If, in the case of any
such consolidation, merger, share exchange, sale or conveyance, the stock or
other securities and property (including cash) receivable thereupon by a holder
of Common Stock includes shares of Capital Stock or other securities and
property of a Person other than the successor or purchasing Person, as the case
may be, in such consolidation, merger, share exchange, sale or conveyance, 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 Securities as the Board of Directors shall reasonably consider
necessary by reason of the foregoing. 
The provisions of this Section 5.11 shall similarly apply to
successive consolidations, mergers, share exchanges, sales or conveyances.  Notwithstanding the foregoing, a distribution
by the Company to all or substantially all holders of Common Stock for which an
adjustment to the Conversion Rate or provision for conversion of the Securities
may be made pursuant to Section 5.05 shall not be deemed to be a sale or
conveyance of all or substantially all of the properties and assets of the
Company for purposes of this Section 5.11.


(b)  In
the event the Company or any other Person shall execute a supplemental
indenture pursuant to this Section 5.11, the Company shall promptly file
with the Trustee an Opinion of Counsel stating that such supplemental indenture
is authorized or permitted by this Indenture, and an Officer’s Certificate
briefly stating the reasons therefor, the kind or amount of cash, securities
and/or other property receivable by Holders of the Securities upon the
conversion of their Securities after any such reclassification, change,
consolidation, merger, share exchange, sale or conveyance, any adjustment to be
made with respect thereto and that all conditions precedent have been complied
with.


(c) 
For purposes of this Section 5.11, the type and amount of
consideration that a Holder of Securities would have been entitled to receive
as a holder of the Common Stock in the case of a transaction described in
Article V that causes the Common Stock to be exchanged into the right to
receive more than a single type of consideration, determined based in part upon
any form of stockholder election, will be deemed to be the weighted average of
the types and amounts of consideration received by the holders of Common Stock
that affirmatively make such an election.


SECTION 5.12. 
Trustee’s and Agent’s Disclaimer. 
(a)    The Company shall make all
calculations and determinations under this Article V.  The Trustee has no duty to determine when an
adjustment to the Conversion Rate under this Article V (whether pursuant to
Section 5.01(b), 5.01(c), 5.05, 5.11 or otherwise) should be made, how it
should be made or what such adjustment should be, but may accept as conclusive
evidence of the correctness of any such adjustment, and shall be fully
protected in relying upon, the Officer’s Certificate with respect thereto which
the Company is obligated to file with the Trustee pursuant to
Section 5.09.  The Trustee shall
have no duty to confirm, review or verify, any calculations or determinations
made



 48
 








under this Article V.  The
Trustee shall not be accountable for, and makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company’s failure
to comply with any provisions of this Article V.  Each Conversion Agent (other than the Company
or an Affiliate of the Company) shall have the same protection under this
Section 5.12 as the Trustee.


(b) 
The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.11, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officer’s
Certificate with respect thereto which the Company is obligated to file with
the Trustee pursuant to Section 5.11.


SECTION 5.13. 
Voluntary Increase.  The
Company from time to time may increase the Conversion Rate by any amount for
any period of time if such period is at least 20 Trading Days or such longer
period as may be required by law and if the increase is irrevocable during such
period, if the Board of Directors determines, in good faith, that such increase
would be in the best interests of the Company; provided that in no event
may the resulting Conversion Price be less than the par value of a share of
Common Stock.  Any such determination by
the Board of Directors shall be conclusive.


SECTION 5.14. 
Payment Upon Conversion; Daily Conversion Value of Securities
Surrendered.  (a)    Holders tendering the Securities for
conversion shall be entitled to receive upon conversion of each $1,000
principal amount of Securities, on the third Trading Day immediately following
the last day of the related Observation Period, cash and shares of Common
Stock, if any, subject to clause (b) below with respect to all or any
portion of Common Stock which the Company elects to settle in cash, equal to
the sum of the Daily Settlement Amounts for each of the 10 Trading Days during
the related Observation Period.  Cash
will be delivered in lieu of fractional shares of Common Stock issuable in
connection with payment of the foregoing amounts (based on the Common Stock
Price of the Common Stock on the last Trading Day of the related Observation
Period).


(b)  By
the close of business on the Business Day prior to the first scheduled Trading
Day of the Observation Period, the Company may specify a percentage of the Net
Shares that will be settled in cash (the “Cash Percentage”) and will
notify the Holder of such Cash Percentage through written notice to the Trustee
(the “Cash Percentage Notice”). 
If the Company elects to specify a Cash Percentage, (x) the amount
of cash that the Company will deliver in lieu of all or an applicable portion
of the Net Shares in respect of each Trading Day in the Observation Period will
equal the product of: (i) the Cash Percentage, (ii) the number of Net
Shares for such Trading Day (assuming for this purpose that the Company had not
specified a Cash Percentage) and (iii) the
Common Stock Price of the Common Stock on such Trading Day, and (y) the
number of shares of Common Stock deliverable in respect of each Trading Day in
the Observation Period (in lieu of the full number of Net Shares for such
Trading Day) will be a percentage of the number of Net Shares (assuming that
the Company has not specified a Cash Percentage) equal to 100% minus the
Cash Percentage.


(c)  If
the Company does not specify a Cash Percentage by the close of business on the
Business Day prior to the first scheduled Trading Day of the Observation
Period, the



 49
 








Company shall settle 100% of the Net Shares for each Trading Day in the
Observation Period with shares of Common Stock; provided, however,
that the Company shall pay cash in lieu of fractional shares otherwise issuable
upon conversion of such Security based on the Common Stock Price of the Common
Stock on the last Trading Day of the related Observation Period.  The Company may, at its option, revoke any
Cash Percentage Notice through written notice to the Trustee, which must be
given by the close of business on the Business Day prior to the first Scheduled
Trading Day of the Observation Period.


(d) 
Neither the Trustee nor the Conversion Agent has any duty to determine
or calculate the Conversion Rate, the Daily Conversion Value, the Daily
Settlement Amounts, the cash amounts payable upon conversion or the number of
shares, if any, of Common Stock issuable upon conversion, or any other
computation required under this Article V, all of which shall be
determined by the Company in accordance with the provisions of this Indenture,
and the Trustee and the Conversion Agent shall not be under any responsibility
to determine the correctness of any such determinations and/or calculations,
and may conclusively rely on the correctness thereof.


SECTION 5.15. 
Simultaneous Adjustments. 
If more than one event requiring adjustment pursuant to
Section 5.05 shall occur before completing the determination of the
Conversion Rate for the first event requiring such adjustment, then the Board
of Directors (whose determination shall, if made in good faith, be conclusive)
shall make such adjustments to the Conversion Rate (and the calculation
thereof) after giving effect to all such events as shall preserve for Holders
the Conversion Rate protection provided in Section 5.05.


SECTION
5.16.  Conversion Agent.  The Company shall maintain an office or
agency where Securities may be presented for conversion (the “Conversion
Agent”).  If the Company fails to
maintain a Conversion Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to
Section 8.07.  The Company or any of
its Subsidiaries or an Affiliate of the Company or any of its Subsidiaries may
act as Conversion Agent.  The Company
initially appoints the Trustee as Conversion Agent in connection with the
Securities.


ARTICLE VI


INTENTIONALLY OMITTED


ARTICLE VII


REMEDIES


SECTION
7.01.  Events of Default and Defaults.  (a) 
  ”Event of Default”, with respect to any Securities,
wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or
governmental body):


(1)           default in the payment of any
interest or Additional Interest, if any,



 50
 








upon any Security when such interest becomes due and
payable, and continuance of such default for a period of 30 days, whether or
not such failure shall be due to compliance with agreements with respect to
other indebtedness of the Company or its Subsidiaries or for any other cause;


(2)           failure to pay the principal of any
Security, when it becomes due and payable, at the Stated Maturity, upon
acceleration, upon redemption or otherwise, including the failure to make cash
payments or, if applicable, to deliver shares of Common Stock due upon
conversion or make a payment to repurchase Securities surrendered pursuant to
Section 3.02 or 3.03, whether or not such failure shall be due to compliance
with agreements with respect to other indebtedness of the Company or its
Subsidiaries or for any other cause;


(3)           failure to provide a Company Change
in Control Repurchase Notice upon the occurrence of a Change in Control on a
timely basis;


(4)           default in the observance or
performance, or breach, of any covenant, agreement or warranty of the Company
in respect of the Securities (other than a covenant, agreement or warranty a
default in the performance of which or the breach of which is elsewhere in this
Section specifically dealt with), and continuance of such default or breach for
a period of 90 days after there has been given to the Company by the Trustee,
by registered or certified mail, or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities, a
written notice specifying such default or breach and requiring it to be
remedied; provided, however, that a default with respect to the
covenant set forth in Section 9.01 shall constitute an Event of Default with
such notice requirement but without such passage of time requirement;


(5)           the entry of a decree or order by a
court having jurisdiction in the premises for relief in respect of the Company
under Title 11 of the United States Code, as now constituted or as hereafter
amended, or any other applicable Federal or State bankruptcy law or other
similar law, or appointing a receiver, trustee or other similar official of the
Company or of any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 30 consecutive days; or


(6)           the filing by the Company of a
petition or answer or consent seeking relief under Title 11 of the United
States Code, as now constituted or as hereinafter amended, or any other
applicable Federal or State bankruptcy law or other similar law, or the consent
by it to the institution of proceedings thereunder or to the filing of any such
petition or to the appointment or taking possession of a receiver, trustee,
custodian or other similar official of the Company or of any substantial part
of its property, or the Company shall fail generally to pay its debts as such
debts become due or shall take any corporate action in furtherance of any such
action.


(b)           Notwithstanding
anything to the contrary in this Indenture, the sole remedy for an Event of
Default relating to the failure to comply with Section 4.08 of this Indenture
or the failure to comply with Section 314(a)(1) of the TIA, if applicable, will
for the



 51
 








first 270 days after the
occurrence of such an Event of Default consist exclusively of the right to
receive additional interest (“Default Additional Interest”) on the
Securities at an annual rate of 0.25% of the principal amount of the
Securities. This Default Additional Interest shall be payable in the same
manner and on the same dates as regular interest payable on the Securities. The
Default Additional Interest shall accrue on all Outstanding Securities from and
including the date on which an Event of Default relating to a failure to comply
with Section 4.08 of this Indenture or the failure to comply with Section
314(a)(1) of the TIA, if applicable, first occurs to but not including the
270th day thereafter (or such earlier date on which the Event of Default
relating to a failure to comply with Section 4.08 of this Indenture or the
failure to comply with Section 314(a)(1) of the TIA, if applicable, shall have
been cured or waived). On such 270th day (or earlier, if the Event of Default
relating to a failure to comply with Section 4.08 of this Indenture or the
failure to comply with Section 314(a)(1) of the TIA, if applicable, is cured or
waived prior to such 270th day), such Default Additional Interest shall cease
to accrue and the Securities will be subject to acceleration as provided below
if the Event of Default is continuing. The provisions described in this paragraph
will not affect the rights of the Holders of Securities in the event of the
occurrence of any other Event of Default and will have no effect on the rights
of Holders of Securities under the Registration Rights Agreement.


SECTION 7.02. 
Acceleration of Maturity; Rescission and Annulment.  If an Event of Default, other than an Event
of Default specified in clauses (5) and (6) above, shall occur and be
continuing, the Trustee may, and at the written request of the holders of at
least 25% in principal amount of Securities shall, declare the principal of and
accrued interest on all the Securities to be due and payable by written notice
to the Company, and such notice shall specify the respective Event of Default
and that it is a “Notice of Acceleration.” 
Upon delivery of such notice, the principal of and accrued and unpaid
interest on all the Securities shall become immediately due and payable.  If an Event of Default specified in clause
(5) or clause (6) above occurs, the principal of and accrued and unpaid
interest on the Securities then Outstanding will become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.


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


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


(A)          all overdue installments of interest
on all Securities,


(B)           the principal of any Securities which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor by the terms of the
Securities,



 52
 








(C)           to the extent that payment of such
interest is lawful, interest upon overdue installments of interest at the rate
or rates prescribed therefor by the terms of the Securities, and


(D)          all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, except as a result of
negligence or bad faith; and


(2)           all Events of Default, other than the
nonpayment of the principal of Securities which have become due solely by such
acceleration, have been cured or waived as provided in Section 7.13.


No such rescission shall affect any subsequent default
or impair any rights arising from a subsequent default.


In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee, then and
in every such case the Company and the Trustee shall be restored respectively
to their several positions and rights hereunder, and all rights, remedies and
powers of the Company and the Trustee shall continue as though no such
proceedings had been taken.


SECTION 7.03. 
Collection of Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if:


(1)           default is made in the payment of any
interest upon any Security when such interest becomes due and payable, and such
default continues for a period of 30 days, or


(2)           default is made in the payment of the
principal of any Security, whether upon Maturity or upon any redemption or by
declaration or otherwise,


the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and interest, with interest upon the overdue principal and to the
extent that payment of such interest is lawful, upon overdue installments of
interest at the rate or rates prescribed therefor by the terms of the
Securities; and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, and may prosecute such proceeding to judgment or final decree,
and may enforce the same against the Company or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.



 53
 








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


SECTION 7.04. 
Trustee May File Proofs of Claim. 
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


(i)  to file and prove a claim
for the whole amount of principal and interest owing and unpaid in respect of
any Securities and to file such other papers or documents as may be necessary
or advisable in order to have the claim of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders of Securities allowed in
such judicial proceeding, and


(ii)  to collect and receive any
moneys or other property payable or deliverable on any such claims and to
distribute the same; and any receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder of Securities to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it
for the reasonable compensation expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07.


To the extent that such payment of reasonable
compensation, expenses, disbursements, advances and other amounts out of the
estate in any such proceedings shall be denied for any reason, payment of the
same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, moneys, securities and other property which the
Holders of the Securities may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.


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


SECTION 7.05. 
Trustee May Enforce Claims Without Possession of Securities.  All rights of action and claims under this
Indenture or under the Securities may be prosecuted



 54
 








and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


In any proceedings brought by the Trustee (and also
any proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party), the Trustee shall be held to represent
all the Holders of the Securities in respect of which such action was taken,
and it shall not be necessary to make any Holders of such Securities parties to
any such proceedings.


SECTION 7.06. 
Application of Money Collected. 
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and
in the case of the distribution of such money on account of principal or
interest, upon presentation (except in respect of Subdivision FIRST below) of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:


FIRST: To the payment of
all amounts due to the Trustee under Section 8.07.


SECOND: To the payment of
the amounts then due and unpaid upon the Securities for principal and interest,
in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Securities for principal and interest, respectively.


THIRD: The balance, to
the Person or Persons lawfully entitled thereto (including the Company), or as
a court of competent jurisdiction may direct.


SECTION 7.07. 
Limitation on Suits.  No
Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless:


(1)      such
Holder has previously given written notice to the Trustee of a continued Event
of Default with respect to the Securities;


(2)      the
Holders of not less than 25% in principal amount of the Outstanding Securities
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;


(3)      such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request;


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



 55
 








(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 Outstanding Securities;


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


SECTION 7.08. 
Unconditional Right of Holders To Receive Principal and Interest.  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 such
Security on the Stated Maturity (or, in the case of redemption or repurchase,
on the Redemption Date, Repurchase Date (subject to Section 3.02) or Change in
Control Repurchase Date, as the case may be) at the respective places, at the
respective times, at the respective rates, in the respective amounts and in
Dollars, and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.


SECTION 7.09. 
Restoration of Rights and Remedies.  If the Trustee or any Holder of any Security
has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder of
any Security then and in every such case the Company, the Trustee and the
Holders of any Security shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and such Holders shall
continue as though no such proceeding had been instituted.


SECTION 7.10. 
Rights and Remedies Cumulative. 
No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders of any Securities is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


SECTION 7.11. 
Delay or Omission Not Waiver. 
No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and
remedy given by this Article or by law to the Trustee or to the Holders of the
Securities may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by such Holders, as the case may be.


SECTION 7.12. 
Control by Security Holders. 
The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and



 56
 








place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee under this
Indenture with respect to the Securities, provided that


(1)      such
direction shall not be in conflict with any statute or rule of law or with this
Indenture,


(2)      the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and


(3)      the
Trustee need not take any action which it determines might involve it in
personal liability or would be unduly prejudicial to the Holders of Securities
not joining in such direction.


SECTION 7.13. 
Waiver of Past Defaults. 
The Holders of a majority in principal amount of the Outstanding
Securities may on behalf of the Holders of all the Securities waive any past
default hereunder and its consequences, except a default.


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


(2)      in
respect of a covenant or provision hereof which under Article XIV cannot
be modified or amended without the consent of the Holder of each Outstanding
Security affected, or


(3)      in
respect of an Event of Default as a result of a failure to convert any Security
in accordance with the terms of this Indenture.


Upon any such waiver, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose in respect of the Securities under this Indenture; but
no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.


SECTION 7.14. 
Undertaking for Costs.  All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder of any Security, or group of
Holders of any Security, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities, or to any suit instituted by any Holder
of Securities for the enforcement of the payment of the principal of or
interest on any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repurchase, on or after the
Redemption Date, Repurchase Date or Change in Control Repurchase Date, as the
case may be).



 57














SECTION 7.15. 
Waiver of Stay or Extension Laws. 
The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of any stay or extension law wherever enacted,
now or any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenant that they will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


ARTICLE
VIII


THE
TRUSTEE


SECTION 8.01. 
Certain Duties and Responsibilities.  (a)   
The Trustee shall comply with, have all the benefits of, and be subject
to, the provisions of Section 315 of the TIA.


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


(c) 
Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.


SECTION 8.02. 
Notice of Defaults.  Within
90 days after the occurrence of any default hereunder with respect to any
Securities, the Trustee shall transmit in the manner and to the extent provided
in Section 313(c) of the TIA, notice of such default hereunder known to
the Trustee, unless such default shall have been cured or waived; provided,
however, that except in the case of a default in the payment of the
principal or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders of Securities; and provided, further, that in
the case of any default of the character specified in Section 7.01(a)(4)
no such notice to Holders of Securities shall be given until at least 60 days
after the occurrence thereof.  The term “default”
means any event which is, or after notice or lapse of time or both would
become, an Event of Default.


SECTION 8.03. 
Certain Rights of Trustee. 
Except as otherwise provided in Section 8.01:


(a) 
the Trustee may rely and shall be protected in acting or refraining from
acting upon any Board Resolution, certificate, statement, instrument, opinion,
report, notice, direction, consent, order, bond, debenture or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;



 58
 








(b) 
any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of a Board of Directors shall be sufficiently evidenced by a Board Resolution;


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


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


(e) 
the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders of Securities pursuant to this Indenture, unless such Holders of
Securities shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


(f) 
the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;


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


(h) 
the Trustee shall not be liable for any action taken or omitted by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;


(i) 
before the Trustee acts or refrains from acting, it may require an
Officer’s Certificate and/or an Opinion of Counsel.  The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such certificate or
opinion;


(j)  in
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action;


(k) 
the Trustee shall not be liable for interest on any money received by
it, except as the Trustee may agree with the Company. Money held in trust by
the Trustee need not be segregated from other funds, except to the extent
required by law;



 59
 








(l) 
the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a trust officer has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture; and


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


SECTION 8.04. 
Not Responsible for Recitals or Issuance of Securities.  The recitals contained herein and in the
Securities, except the certificates of authentication, shall be taken as the
statement of the Company, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture, the
Securities or any Common Stock issuable upon conversion of the Securities.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


SECTION 8.05. 
May Hold Securities.  The
Trustee, any Paying Agent or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 8.08 and 8.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Paying Agent, or
such other agent.


SECTION 8.06. 
Money Held in Trust.  Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. 
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.


SECTION 8.07. 
Compensation and Reimbursement. 
The Company agrees:


(1)     to
pay to the Trustee from time to time in Dollars reasonable compensation for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);


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


(3)     to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.



 60
 








As security for the performance of the obligations of
the Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of or interest on
particular Securities.


The provisions of this Section 8.07 shall survive the
resignation or removal of the Trustee and the termination of this Indenture.


SECTION 8.08. 
Qualification of Trustee; Conflicting Interests. The Trustee for
the Securities issued hereunder shall be subject to the provisions of Section
310(b) of the TIA during the period of time provided for therein. Nothing
herein shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of Section 310(b)
of the TIA.


SECTION 8.09. 
Persons Eligible for Appointment as Trustee.  There shall at all times be a Trustee for the
Securities hereunder which shall at all times be either:


(i)  a corporation or national
association organized and doing business under the laws of the United States of
America or of any State or the District of Columbia which is authorized under
such laws to exercise corporate trust powers and is subject to supervision or
examination by Federal, state or District of Columbia authority; or


(ii)  a corporation or national
association organized and doing business under the laws of a foreign government
that is permitted to act as Trustee pursuant to a rule, regulation or order of
the Commission, authorized under such laws to exercise corporate trust powers,
and subject to supervision or examination by authority of such foreign government
or a political subdivision thereof substantially equivalent to supervision or
examination applicable to United States institutional trustees’ in either case
having a combined capital and surplus of at least $50,000,000.  If such corporation or national association
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
or national association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published.  Neither the Company nor any Person directly
or indirectly controlling, controlled by, or under common control with the Company
shall serve as trustee for the Securities. 
In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 8.10.


SECTION 8.10. 
Resignation and Removal; Appointment of Successor.  (a) 
  No resignation or removal of the Trustee for the Securities
and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 8.11.


(b) 
The Trustee may resign at any time by giving written notice thereof to
the Company.  If an instrument of
acceptance by a successor Trustee shall not have been delivered to



 61
 








the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


(c) 
The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Trustee and to the Company.


(d)  If
at any time:


(1)           the Trustee shall fail to comply with
Section 8.08 after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months,
or


(2)           the Trustee shall cease to be
eligible under Section 8.09 and shall fail to resign after written request
therefor by the Company or by any such Holder, or


(3)           the Trustee shall become incapable of
acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,


then, in any such case,
(i) the Company, by a Board Resolution, may remove the Trustee or
(ii) subject to Section 7.07, any Holder of a Security who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


(e)  If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company.  If no
successor Trustee shall have been so appointed by the Company or the Holders of
Securities and have accepted appointment in the manner hereinafter provided,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.


(f) 
The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee, in the manner
specified in Section 1.07, to the Holders of the Securities.  Each notice shall include the name of the
successor Trustee and the address of its Principal Corporate Trust Office.


SECTION 8.11. 
Acceptance of Appointment by Successor.  Every successor Trustee appointed hereunder
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any



 62
 








further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the resigning Trustee; but, on request of
the Company or such successor Trustee, such resigning Trustee shall, upon
payment of its outstanding charges and expenses, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its lien, if any, provided for in
Section 8.07.  Upon request of any
such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts.


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


SECTION 8.12. 
Merger, Conversion, Consolidation or Succession to Business of
Trustee.  Any corporation or national
association into which the Trustee for the Securities may be merged or
converted or with which it may be consolidated, or any corporation or national
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or national association succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such corporation or
national association shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In
case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.


SECTION 8.13. 
Preferential Collection of Claims Against Company.  The Trustee shall comply with the
requirements of Section 311 of the TIA and any rules or regulations
promulgated by the Commission thereunder.


ARTICLE
IX


CONSOLIDATION,
MERGER, CONVEYANCE OR TRANSFER


SECTION 9.01. 
Company May Consolidate, etc., Only on Certain Terms.  The Company shall not consolidate with or
merge into any other Person or convey or transfer substantially all of its
properties and assets, to any Person, unless:


(1)           the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer the properties and assets of
the Company substantially as an entirety shall be a Person organized and
existing under the laws of the United States of America or any State or the
District of Columbia, and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, the due and punctual payment of the principal of and interest
on all the Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;



 63
 








(2)           immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and


(3)           the
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel each stating that such consolidation, merger, conveyance or
transfer and such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


SECTION 9.02. 
Successor Corporation Substituted for Company.  Upon any consolidation or merger, or any
conveyance or transfer of substantially all of the properties and assets of the
Company in accordance with Section 9.01, the successor Person formed by
such consolidation or into which the Company is merged or to which such
conveyance or transfer is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company
herein.


In the event of any such conveyance or transfer, the
Person named as the “Company” in the first paragraph of this instrument or any
successor which shall theretofore have become such in the manner prescribed in
this Article may be dissolved, wound-up and liquidated at any time thereafter,
and such Person thereafter shall be released from its liabilities as obligor
and maker of all the securities and from its obligations under this Indenture.


ARTICLE
X


SATISFACTION
AND DISCHARGE OF INDENTURE


SECTION 10.01.  Satisfaction and Discharge of Securities.  The Company shall be deemed to have satisfied
and discharged the entire indebtedness on all the Outstanding Securities, and
the Trustee, at the expense of the Company and upon Company Request, shall
execute proper instruments acknowledging satisfaction and discharge of such
indebtedness, when (i) all Outstanding Securities theretofore authenticated and
delivered (other than any Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.10), (ii)
Outstanding Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Sections 4.04,
have been delivered to the Trustee for cancellation and (iii) the Company has
delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to due
satisfaction and discharge of the entire indebtedness on all Outstanding
Securities have been complied with.


SECTION 10.02.  Satisfaction and Discharge of Indenture.  Upon compliance by the Company with the
provisions of Section 10.01 as to the satisfaction and discharge of any
Securities issued hereunder, and if the Company has paid or caused to be paid
all other sums payable under this Indenture, this Indenture shall cease to be
of any further effect (except as otherwise provided herein).  Upon Company Request and receipt of an
Opinion of Counsel, an Officer’s Certificate and, if appropriate under the circumstances,
an opinion of independent



 64
 








public accountants (and at the expense of the Company), the Trustee
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture.


Notwithstanding the satisfaction and discharge of this
Indenture, any obligations of the Company under Section 8.07 and the
obligations of the Trustee under Section 10.03 shall survive.


SECTION 10.03.  Application of Trust Money.  All money and obligations deposited with the
Trustee pursuant to Section 10.01 shall be held irrevocably in trust and
shall be made under the terms of an escrow trust agreement in form and
substance reasonably satisfactory to the Trustee.  Such money and obligations shall be applied
by the Trustee, in accordance with the provisions of the Securities, this
Indenture and such escrow trust agreement, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
of and interest, if any, on the Securities for the payment of which such money
and obligations have been deposited with the Trustee.  If Securities are to be redeemed prior to
their Stated Maturity, the Company shall make such arrangements as are reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.


SECTION 10.04.  Repayment of Moneys Held by Paying Agent.  In connection with the satisfaction and
discharge of this Indenture with respect to the Securities, all moneys then
held by any Paying Agent for such Securities under the provisions of this
Indenture shall, upon demand of the Company, be repaid to it or paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.


ARTICLE
XI


IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, 

OFFICERS AND DIRECTORS


SECTION 11.01.  Exemption from Individual Liability.  No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or the Trustee or of any predecessor or successor
corporation, either directly or through the Company or the Trustee, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood and agreed
that this Indenture and the obligations issued hereunder are solely corporate
obligations of the Company and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors, as such, of the Company or the Trustee or of any
predecessor or successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer or director, as such, because of the creation of the indebtedness
hereby authorized, or



 65
 








under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution and delivery of this Indenture and the issue
of such Securities.


ARTICLE
XII


HOLDERS’
MEETINGS


SECTION 12.01.  Purposes of Meetings.  A meeting of Holders of Securities may be
called at any time and from time to time pursuant to the provisions of this
Article XII for any of the following purposes:


(1)      to
give any notice to the Company or the Trustee for the Securities, or to give
any directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences, or to take any other action authorized to be
taken by Holders pursuant to any of the provisions of Article VII;


(2)      to
remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article VIII;


(3)      to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 14.02; or


(4)      to
take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount of the Securities under any other
provision of this Indenture or under applicable law.


SECTION 12.02.  Call of Meetings by Trustee.  The Trustee for the Securities may at any
time call a meeting of Holders of Securities to take any action specified in
Section 12.01 to be held at such time and at such place in The Borough of
Manhattan, The City of New York as the Trustee shall determine.  Notice of every meeting of the Holders of
Securities, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given to
Holders of Securities in the manner and to the extent provided in
Section 1.07.  Such notice shall be
given not less than 20 nor more than 90 days prior to the date fixed for the
meeting.


SECTION 12.03.  Call of Meetings by Company or Holders.  In case at any time the Company, pursuant to
a Board Resolution, or the Holders of at least 10% in aggregate principal
amount of the Outstanding Securities, shall have requested the Trustee to call
a meeting of Holders of Securities, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have given the notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders may determine the
time and the place in The Borough of Manhattan and may call such meeting to
take any action authorized in Section 12.01 by giving notice thereof as
provided in Section 12.02.


SECTION 12.04.  Qualifications for Voting.  To be entitled to vote at any meeting of
Holders a Person shall be (a) a Holder of one or more Securities or
(b) a Person



 66
 








appointed by an instrument in writing as proxy by such Holder.  The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel; provided,
however, that representatives of the Trustee shall be entitled during a
meeting of Holders to meet with the Holders outside the presence of
representatives of the Company and its counsel.


SECTION 12.05.  Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of the Securities, in regard to proof of
the holding of Securities and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, The submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall think
fit.


The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting unless the meeting shall have been
called by the Company or by Holders of the Securities as provided in
Section 12.03, in which case the Company or the Holders calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.


At any meeting each Holder of Securities with respect
to which such meeting is being held or proxy therefor shall be entitled to one
vote for each $1,000 principal amount of Securities held or represented by him;
provided, however, that no vote shall be cast or counted at any
meeting in respect of any such Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding.  The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him or instruments in
writing aforesaid duly designating him as the Person to vote on behalf of other
Holders.  At any meeting of Holders, the
presence of Persons holding or representing Securities with respect to which
such meeting is being held in an aggregate principal amount sufficient to take
action on the business for the transaction of which such meeting was called
shall constitute a quorum, but, if less than a quorum is present, the Persons
holding or representing a majority in aggregate principal amount of such
Securities represented at the meeting may adjourn such meeting with the same
effect, for all intents and purposes, as though a quorum had been present.  Any meeting of Holders of Securities with
respect to which a meeting was duly called pursuant to the provisions of
Section 12.02 or Section 12.03 may be adjourned from time to time by
a majority of such Holders present, whether or not constituting a quorum, and
the meeting may be held as so adjourned without further notice.


SECTION 12.06.  Voting.  The vote upon any resolution submitted to any
meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders or of their representatives by proxy and the serial number or
numbers of the Securities held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting.  A record in duplicate of
the proceedings of each meeting of Holders shall be prepared



 67
 








by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 12.02.  The record shall show the serial numbers of the
Securities voting in favor of or against any resolution.  The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the Trustee
to be preserved by the Trustee.


Any record so signed and verified shall be conclusive
evidence of the matters therein stated.


SECTION 12.07.  No Delay of Rights by Meeting.  Nothing contained in this Article XII shall
be deemed or construed to authorize or permit by reason of any call of a
meeting of Holders or any rights expressly or impliedly conferred hereunder to
make such call, any hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Holders under any of the
provisions of this Indenture or of the Securities.


ARTICLE
XIII


SECURITY
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND

COMPANY


SECTION 13.01.  Company To Furnish Trustee Names and
Addresses of Holders.  In accordance
with Section 312(a) of the TIA, the Company shall furnish or cause to be
furnished to the Trustee (a) semiannually and not more than 10 days after
the Record Date, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Registered Securities as of such date
in each year, and (b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished, except that, so long as the Trustee is Security
Registrar, no such list need be furnished.


SECTION 13.02.  Preservation of Information;
Communications to Holders.  The
Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of The TIA, subject to the exculpation from liability
contained in Section 312(c) of such Act.


SECTION 13.03.  Reports by Trustee.  The Trustee shall comply with the provisions
of Section 313 of the TIA.


SECTION 13.04.  Reports by Company.  The Company shall comply with the provisions
of Section 314(a)(1), (2) and (3) of the TIA.



 68
 








ARTICLE
XIV


SUPPLEMENTAL
INDENTURES


SECTION 14.01.  Supplemental Indentures Without Consent of
Security Holders.


Without the consent of the Holders of any Securities,
the Company and the Trustee for the Securities, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
reasonably satisfactory to the Trustee, for any of the following purposes:


(a)     add
guarantees with respect to the Securities;


(b)     secure
the Securities;


(c)     provide
for the assumption by a successor Person (including in connection with any
Public Acquirer Change in Control, if applicable) of the Company’s obligations
to the Holders of Securities in the case of a merger, consolidation, sale,
conveyance, transfer, sale or lease or similar transaction pursuant to Article
IX, Section 5.11 or Section 5.01(c) (in the case of a Public Acquirer Change in
Control) hereof;


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


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


(f)     cure
any ambiguity or to correct or supplement any provision herein which may be
inconsistent with any other provision herein so long as any such change or
modification does not, in the good faith opinion of the Board of Directors of
the Company (as evidenced by a Board Resolution) and the Trustee, adversely
affect the interests of the Holders of Securities;


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


(h)     establish
the form of Securities if issued in definitive form;


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


(j)     give
effect to the election, if any, by the Company, described in Section 5.01(c)
upon the occurrence of a Public Acquirer Change in Control;


(k)     conform,
as necessary, this Indenture and the Securities to the “Description of the
Notes” as set forth in the Offering Memorandum; or


(l)     make
other changes to this Indenture or forms or terms of the Securities so long as
no such change individually or in the aggregate with all other such changes has
or will have an adverse effect on the interests of the Holders of the
Securities.


The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any such



 69
 








supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


SECTION 14.02.  Supplemental Indentures with Consent of
Security Holders.


With the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities affected by such
supplemental indenture or indentures, by Act of said Holders delivered to the
Company and the Trustee, the Company and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of the
Securities under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,


(1)     change to the payment
due date of the principal or interest on any Security;


(2)     reduce the principal
amount, Repurchase Price, Change in Control Repurchase Price or Redemption
Price of, or the rate of interest on any Security, whether upon acceleration,
repurchase pursuant to Section 3.02, repurchase pursuant to Section 3.03,
redemption pursuant to Section 3.01 or otherwise, or alter the manner of
calculation of interest, or the rate of accrual thereof on any Security;


(3)     change to the place
or currency of payment on any Security;


(4)     impair Holders’ right
to sue for payment of any amount due on their Securities;


(5)     modify the provisions
of this Indenture relating to the Company’s obligation to repurchase Securities
(i) upon the occurrence of a Change in Control, or (ii) on a Repurchase Date;


(6)     impair any right that
Holders may have to convert Securities into cash, shares of Common Stock, if
any, or other securities or property pursuant to Article V;


(7)     reduce the percentage
of Holders of Securities whose consent is needed to modify or amend this
Indenture;


(8)     reduce the percentage
of Holders of Securities whose consent is needed to waive compliance (whether
pursuant to Section 4.07 or otherwise) by the Company with any provision of
this Indenture or to waive defaults (whether pursuant to Section 7.13 or
otherwise), including a default in the payment of the principal of, or the
Redemption Price, Repurchase Price or Change in Control Repurchase Price of, or
any interest on, any Security; and


(9)     modify any other
aspect of the provisions of this Indenture dealing with modification and waiver
of thereof or Holders’ right to convert their Securities.



 70
 








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


SECTION 14.03.  Execution of Supplemental Indentures.


In executing, or accepting the additional trusts
created by any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall receive, and (subject to Section 8.01) shall be fully protected in
relying upon, an Officer’s Certificate and an Opinion of Counsel stating that
the execution and delivery of such supplemental indenture is authorized or
permitted by this Indenture.  The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


SECTION 14.04.  Effect of Supplemental Indentures.


Upon the execution of any supplemental indenture
pursuant to the provisions of this Article XIV, this Indenture shall be
and be deemed to be modified and amended in accordance therewith, and the
respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the Holders of any Securities
affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes with regard to the Securities.


SECTION 14.05.  Conformity with TIA.


Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the TIA as then in effect.


SECTION 14.06.  Reference in Securities to Supplemental
Indentures.


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


ARTICLE
XV


MISCELLANEOUS


SECTION 15.01.  Governing Law.  THIS INDENTURE AND EACH SECURITY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.



 71
 








SECTION 15.02.  Counterparts.  This Indenture may be executed in any number
of counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


SECTION 15.03.  Trustee Not Responsible for Recitals.  The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof.  The Trustee
shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Indenture.


SECTION 15.04.  TIA Controls.  If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required or deemed to
be included in this Indenture by the TIA, the required or deemed provision
shall control.


SECTION 15.05.  Effect of Headings and Table of Contents.  The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the
construction hereof.


SECTION 15.06.  Successors and Assigns.  All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


SECTION 15.07.  Separability Clause.  In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


SECTION 15.08.  Benefits of Indenture.  Nothing in this Indenture or in the
Securities express or implied shall give to any Person, other than the parties
hereto and their successors and assigns hereunder, the Holders of the
Securities, any benefit of any legal or equitable right, remedy or claim under
this Indenture.



 72














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


 


	
  

  	
  GENERAL MILLS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Donal L. Mulligan

  	
   

  
	
   

  	
   

  	
  Name: Donal L. Mulligan

  
	
   

  	
   

  	
  Title: Vice President, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST

  
	
   

  	
  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Daniel G. Donovan

  	
   

  
	
   

  	
   

  	
  Name: Daniel G. Donovan

  
	
   

  	
   

  	
  Title: Vice President

  



 















EXHIBIT A


FORM OF SECURITY


[FORM OF FACE OF NOTE]


[Transfer
Restricted Securities Legend – Include only

on Transfer Restricted Securities]


THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.  EACH PURCHASER OF
THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A)(1) TO GENERAL MILLS, INC. (THE “COMPANY”) OR A SUBSIDIARY THEREOF,
(2) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) PURSUANT
TO AN EXEMPTION (OTHER THAN RULE 144A) FROM REGISTRATION UNDER THE SECURITIES
ACT, INCLUDING PURSUANT TO RULE 144 THEREUNDER (IF AVAILABLE) OR
(4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND
OTHER TRANSFERS OF THIS SECURITY AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN
APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES
RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE
HOLDER OF THIS SECURITY AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF
THIS SECURITY AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.











[Global Securities
Legend – Include only on Global Securities]


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF.  UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS TO THE DEPOSITORY TRUST COMPANY, TO NOMINEES OF THE
DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.


[To be Included on Both
Transfer Restricted and Global Securities]


THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE
DISCOUNT (“OID”) FOR PURPOSES OF SECTIONS 1271 ET SEQ. OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THIS SECURITY IS APRIL 11,
2007.  FOR INFORMATION REGARDING THE
ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF OID PER $1,000 OF
PRINCIPAL AMOUNT, PLEASE CONTACT THE COMPANY AT NUMBER ONE GENERAL MILLS
BOULEVARD, MINNEAPOLIS, MINNESOTA 55426 TO THE ATTENTION OF THE TREASURER.



 A-2
 








GENERAL MILLS, INC.


Floating Rate Convertible Senior Note due April 11,
2037


	
  No.: [     ]

  	
   

  	
  CUSIP NUMBER: 370334 BC7

  
	
   

  	
   

  	
  ISIN NUMBER:
  US370334BC74

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
         Principal
  Amount: $

  



 


General Mills, Inc., a Delaware corporation (the “Company”),
promises to pay to [Cede & Co.]* or registered assigns, the principal
amount of $[           ][,
or such lesser principal amount as set forth on Schedule I hereto]*, on April
11, 2037, subject to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place. 
This Security is convertible as specified on the other side of this
Security.


Interest Payment Dates:  April 11, July 11, October 11 and January 11,
commencing July 11, 2007.


Record Dates: 
March 25, June 25, September 25 and December 25 (whether or not a
Business Day), commencing June 25, 2007.






*              Include only on Global Security



 A-3
 








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


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL MILLS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
					



 



 A-4
 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  THE BANK OF NEW YORK TRUST

  
	
   

  	
  COMPANY, N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
				



 



 A-5
 








[FORM OF REVERSE OF NOTE]


General Mills, Inc.


Floating Rate Convertible Senior Note due April 11,
2037


(1)           Interest.  The Company will pay interest on any overdue
principal amount at the interest rate borne by the Securities at the time such
interest on the overdue principal amount accrues.


This Security will bear interest at an annual rate
equal to 1-month LIBOR, reset on each LIBOR Rate Reset Date, minus
0.07%, and will initially bear interest at a rate of 5.25%; provided
that such rate shall never be less than 0% per annum.  Interest will be payable quarterly in arrears
on January 11, April 11, July 11 and October 11 of each year (each, an “Interest
Payment Date”), subject to Section 2.05 of the Indenture, commencing
July 11, 2007.  Interest will accrue on a
monthly basis based on the relevant 1-month LIBOR, but such interest will be
payable only on a quarterly basis on each Interest Payment Date (and the amount
of interest payable on each such Interest Payment Date will be the aggregate
amount of interest accrued, if any, without compounding, for each of the three immediately
preceding one-month periods from, and including, a LIBOR Rate Reset Date to,
but excluding, the immediately succeeding LIBOR Rate Reset Date).  The Company will pay interest on any overdue
principal amount at the interest rate borne by the Floating Rate Convertible
Senior Notes due April 11, 2037 (the “Securities”) at the time such
interest on the overdue principal amount accrues, and it shall pay interest on
overdue installments of interest (without regard to any applicable grace
period), at the same interest rate. 
Interest on the Securities will be computed using the actual number of
days elapsed between the LIBOR Rate Reset Dates divided by 360.


The Holders of the Securities shall be entitled to the
benefits of the Registration Rights Agreement, including the right to receive
Registration Rights Additional Interest in the event of Registration Defaults
(as defined in the Registration Rights Agreement under Section 3(a)
thereof), such Registration Rights Additional Interest to be payable at the
same times and to the same Persons as regular interest is payable with respect
to the Securities, it being understood that any reference in this Security to “interest”
shall be deemed to include “Registration Rights Additional Interest” if then
owing in accordance with the terms of the Registration Rights Agreement.


The Holders of the Securities shall be entitled to the
benefits of Section 7.01(b) of the Indenture, relating to the right to receive
Default Additional Interest pursuant to the terms of such Section, and such
Default Additional Interest shall be payable at the same times and to the same
Persons as regular interest is payable with respect to the Securities, it being
understood that any reference in this Security to “interest” shall be deemed to
include “Default Additional Interest” if then owing in accordance with the
terms set forth in Section 7.01(b) of the Indenture.



 A-6
 








(2)           Method
of Payment.  Subject to the terms and
conditions of the Indenture, the Company will pay interest on this Security to
the Person who is the registered Holder of this Security at the close of
business on March 25, June 25, September 25 and December 25, whether or not a
Business Day (each, a “Record Date”), as the case may be, immediately
preceding the related Interest Payment Date. 
Subject to the terms and conditions of the Indenture (including Article
III thereof), the Company will make all payments in respect of the Redemption
Price, Repurchase Price, Change in Control Repurchase Price and the principal
amount at Stated Maturity (including interest payable on the date such amounts
are due), as the case may be, to the Holder who surrenders a Security to a
Paying Agent to collect such payments in respect of the Security.


(3)           Paying
Agent, Conversion Agent and Registrar. 
Initially, The Bank of New York Trust Company, N.A., as trustee under
the Indenture (the “Trustee”) will act as Paying Agent, Conversion Agent
and Security Registrar.


(4)           Indenture.  The Company issued the Securities under an
Indenture dated as of April 11, 2007 (the “Indenture”) between the
Company and the Trustee.  The Securities
are general unsecured obligations of the Company limited to
$1,150,000,000.  The Indenture does not
limit other indebtedness of the Company, secured or unsecured.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939, as in effect from time to time (the “TIA”).  Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of those
terms.


(5)           Redemption
at the Option of the Company.  No
sinking fund is provided for the Securities. 
Beginning on April 11, 2008, the Company shall have the right to redeem
the Securities as set forth in Section 3.01 of the Indenture.  The Company must make at least four quarterly
interest payments (including the interest payments on July 11, 2007 and April
11, 2008) in the full amount required by the Indenture and this Security before
redeeming any Securities pursuant to Section 3.01 of the Indenture.


(6)           Repurchase
By the Company at the Option of the Holder on Specified Dates; Repurchase at
the Option of the Holder Upon a Change in Control.  On each of April 11, 2008, 2009, 2012, 2017,
2022, 2027 and 2032, a Holder of the Securities shall have the right to require
the Company to repurchase all or a portion of its Securities pursuant to
Section 3.02 of the Indenture.  Upon the
occurrence of a Change in Control, a Holder of the Securities shall have the
right to require the Company to repurchase all or a portion of its Securities
pursuant to Section 3.03 of the Indenture.


(7)           Conversion.  Subject to and in compliance with the
provisions of the Indenture, a Holder shall have the right to convert each
$1,000 principal amount of Securities into cash, Common Stock or a combination
thereof as provided in Article V of the Indenture.



 A-7
 








(8)           Denominations;
Transfer; Exchange.  The Securities
are in fully registered form, without coupons, in denominations of $1,000 of
principal amount and integral multiples of $1,000.  A Holder may transfer or exchange Securities
in accordance with the Indenture.  The
Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.


(9)           Persons
Deemed Owners.  The registered Holder
of this Security may be treated as the owner of this Security for all purposes.


(10)         Amendment;
Waiver.  Subject to certain
exceptions set forth in the Indenture, (i) the Indenture or the Securities may
be amended with the written consent of the Holders of at least a majority in aggregate
principal amount of the Securities at the time outstanding and (ii) certain
Defaults may be waived with the written consent of the Holders of a majority in
aggregate principal amount of the Securities at the time outstanding.  Without the consent of any Holder, the
Company and the Trustee may amend the Indenture or the Securities as set forth
in Section 14.01 of the Indenture.


(11)         Defaults
and Remedies.  As set forth in the
Indenture, subject to certain exceptions, if an Event of Default occurs and is
continuing, the Trustee may, and at the written request of the Holders of not
less than 25% in principal amount of Securities then Outstanding shall, declare
the principal of and accrued but unpaid interest of all the Securities to be
due and payable in the manner, at the time and with the effect provided in the
Indenture.  Holders of Securities may not
enforce the Indenture or the Securities except as provided in the Indenture.


(12)         Trustee
Dealings with the Company.  Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with and collect obligations owed to it by
the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.


(13) Calculations in Respect of Securities.  The Company or its agents shall be
responsible for making all calculations called for under the Securities
including, but not limited to, determination of the Common Stock Price of the
Common Stock, the Current Market Price of the Common Stock and the amount of
Additional Interest, if any, accrued on the Securities.  Any calculations made in good faith and
without manifest error shall be final and binding on Holders of the Securities.


(14)         No
Recourse Against Others.  A director,
officer, employee or shareholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Security, each Holder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.



 A-8
 








(15)         Ranking.  The Securities shall be the unsubordinated,
unsecured obligations of the Company and shall rank equal in priority  among themselves and with all of the Company’s existing and
future direct, unsubordinated, unsecured indebtedness from time to time
outstanding.


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


(17)         Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (“Tenants In Common”),
TEN ENT (“Tenants By The Entireties”), JT TEN (“Joint Tenants With
Right Of Survivorship And Not As Tenants In Common”), CUST (“Custodian”)
and U/G/M/A (“Uniform Gift To Minors Act”).


(18)         Governing
Law.  THIS SECURITY AND THE INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.


(19)         CUSIP
Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the
Securities as a convenience to the Holders of the Securities.  No representation is made as to the accuracy
of such numbers as printed on the Securities and reliance may be placed only on
the other identification numbers printed hereon.


(20)         Conflicts
with Indenture.  In the event of any
conflict, inconsistency or ambiguity between any provision set forth in this
Security and any provision of the Indenture, the Indenture shall control.



 A-9
 








 


	
  ASSIGNMENT FORM

  	
   

  	
  EXCHANGE NOTICE

  
	
   

  	
   

  	
   

  
	
  To assign this
  Security, fill in the form below:

  	
   

  	
  To convert this Security for Cash, Common Stock of
  the 

  
	
   

  	
   

  	
  Company or a combination thereof, check the box o

  
	
   

  	
   

  	
   

  
	
  I or we assign
  and transfer this Security to

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To convert only part of this Security, state the
  principal 

  
	
   

  	
   

  	
  amount to be converted (which must be $1,000 

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

  	
   

  	
  or an integral multiple of $1,000):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
  If you want the stock certificate, if any, made out
  in 

  
	
   

  	
   

  	
  another person’s name fill in the form below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  and irrevocably
  appoint

  	
   

  	
   

  	
   

  
	
  agent to transfer
  this Security on the books of the 

  	
   

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

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Your Signature:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

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

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guaranteed

  	
   

  	
  Signature Guaranteed

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant in a
  Recognized Signature

  	
   

  	
  Participant in a Recognized Signature

  
	
  Guarantee
  Medallion Program

  	
   

  	
  Guarantee Medallion Program

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Authorized Signatory

  	
   

  	
  Authorized
  Signatory

  
												



 



 A-10
 








FORM OF REPURCHASE NOTICE


To:          General
Mills, Inc.


The undersigned registered holder of this Security
requests and instructs the Company to repurchase this Security, or the portion
hereof (which is $1,000 principal amount or a multiple thereof) designated
below, on the date specified below, in accordance with the terms and conditions
referred to in this Security and the Indenture referred to in this Security and
directs that the check in payment for this Security or the portion thereof and
any Securities representing the portion of principal amount hereof not to be so
repurchased, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. 
If any portion of this Security not repurchased is to be issued in the
name of a Person other than the undersigned, the undersigned shall pay all
transfer taxes payable with respect thereto. 
This Security shall be repurchased as of the Repurchase Date pursuant to
the terms and conditions specified in the Indenture.


	
  Dated:

  
	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
  Fill in for
  registration of Securities

  
	
  not repurchased
  if to be issued other

  
	
  than to and in
  the name of registered holder:

  
	
   

  
	
   

  
	
  (Name)

  
	
   

  
	
   

  
	
  (Street Address)

  
	
   

  
	
   

  
	
  (City, state and
  zip code)

  
	
   

  
	
  Please print
  name and address

  
	
   

  
	
  Certificate
  number of Security (if applicable):

  
	
   

  
	
  Principal amount
  to be repurchased (if less than all): 
  $   ,000

  
	
   

  
	
  Date of
  requested repurchase:  April 11, 20   

  
	
   

  
	
  (specify either
  2008, 2009, 2012, 2017, 2022, 2027 or 2032)

  



 



 A-11
 








FORM OF OPTION TO ELECT REPURCHASE

UPON A CHANGE IN CONTROL


To:  General
Mills, Inc.


The undersigned registered holder of this Security
hereby acknowledges receipt of a notice from General Mills, Inc. as to the
occurrence of a Change in Control and requests and instructs the Company to
repurchase this Security, or the portion hereof (which is $1,000 principal
amount or a multiple thereof) designated below, in accordance with the terms of
this Security and the Indenture referred to in this Security and directs that
the payment for this Security or the portion thereof and any Securities
representing any unrepurchased principal amount hereof, be issued and delivered
to the registered holder hereof unless a different name has been indicated
below.  If any portion of this Security not
repurchased is to be issued in the name of a Person other than the undersigned,
the undersigned shall pay all transfer taxes payable with respect thereto.  This Security shall be repurchased as of the
Change in Control Repurchase Date pursuant to the terms and conditions
specified in the Indenture.


	
  Dated:

  
	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  
	
  Fill in for
  registration of Securities

  
	
  not repurchased
  if to be issued other

  
	
  than to and in
  the name of registered holder:

  
	
   

  
	
   

  
	
  (Name)

  
	
   

  
	
   

  
	
  (Street Address)

  
	
   

  
	
   

  
	
  (City, state and
  zip code)

  
	
   

  
	
  Please print
  name and address

  
	
   

  
	
  Certificate
  number of Security (if applicable):

  
	
   

  
	
  Principal amount
  to be repurchased (if less than all): $   ,000

  



 



 A-12
 








SCHEDULE I*


GENERAL MILLS, INC..

Floating Rate Convertible Senior Notes due April 11, 2037


No.:  [    ]


	
  Date

  	
   

  	
  Principal Amount

  	
   

  	
  Notation

  
	
     

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  



 






*              Include
only on Global Security



 A-13














EXHIBIT B


TRANSFER CERTIFICATE


In connection with any transfer of any of the
Securities or shares of Common Stock issued upon conversion of the Securities
within the period prior to the expiration of the holding period applicable to
the sales thereof under Rule 144(k) under the Securities Act of 1933, as
amended (the “Securities Act”) (or any successor provision), the
undersigned registered owner of such Security or shares of Common Stock, as the
case may be, hereby certifies with respect to $          
principal amount of the above-captioned Securities or              
shares of Common Stock, as the case may be, presented or surrendered on the
date hereof (the “Surrendered Securities”) for registration of transfer,
or for exchange where the securities deliverable upon such exchange are to be
registered in a name other than that of the undersigned registered owner (each
such transaction being a “transfer”), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Securities for the
reason checked below:


o            The transfer of the Surrendered
Securities complies with Rule 144A under the U.S. Securities Act of 1933, as
amended (the “Securities Act”); or


o            The transfer of the Surrendered
Securities is pursuant to an exemption (other than Rule 144A) from the
registration requirement of the Securities Act, including pursuant to Rule 144
thereunder (if available); or


o            The transfer of the Surrendered
Securities is pursuant to an effective registration statement under the
Securities Act; or


o            The transfer of the Surrendered
Securities is made to the Company or any of its subsidiaries.


	
  Date:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  	
   

  
	
   

  	
  (If the registered owner is a corporation, partnership
  or fiduciary, the title of the Person signing on behalf of such registered owner
  must be stated.)

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant in a Recognized Signature 

  	
   

  
	
  Guarantee Medallion Program

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  
					



 



 B-1














SCHEDULE A


Share Price


	
  Effective Date of

  Change in Control

  	
   

  	
  58.97

  	
   

  	
  65.00

  	
   

  	
  70.00

  	
   

  	
  75.00

  	
   

  	
  80.00

  	
   

  	
  90.00

  	
   

  	
  100.00

  	
   

  	
  125.00

  	
   

  	
  150.00

  	
   

  	
  175.00

  	
   

  	
  200.00

  	
   

  	
  225.00

  	
   

  	
  250.00

  	
   

  	
  275.00

  	
   

  
	
  April 11, 2007

  	
   

  	
  6.9577

  	
   

  	
  5.3846

  	
   

  	
  4.2857

  	
   

  	
  3.3333

  	
   

  	
  2.5000

  	
   

  	
  1.2420

  	
   

  	
  0.6288

  	
   

  	
  0.2621

  	
   

  	
  0.2082

  	
   

  	
  0.1748

  	
   

  	
  0.1499

  	
   

  	
  0.1304

  	
   

  	
  0.1149

  	
   

  	
  0.1022

  	
   

  
	
  July 11, 2007

  	
   

  	
  6.9577

  	
   

  	
  5.3846

  	
   

  	
  4.2857

  	
   

  	
  3.3333

  	
   

  	
  2.5000

  	
   

  	
  1.1585

  	
   

  	
  0.5222

  	
   

  	
  0.2005

  	
   

  	
  0.1614

  	
   

  	
  0.1356

  	
   

  	
  0.1163

  	
   

  	
  0.1013

  	
   

  	
  0.0893

  	
   

  	
  0.0795

  	
   

  
	
  October 11, 2007

  	
   

  	
  6.9577

  	
   

  	
  5.3846

  	
   

  	
  4.2857

  	
   

  	
  3.3333

  	
   

  	
  2.5000

  	
   

  	
  1.1111

  	
   

  	
  0.3983

  	
   

  	
  0.1353

  	
   

  	
  0.1102

  	
   

  	
  0.0927

  	
   

  	
  0.0795

  	
   

  	
  0.0693

  	
   

  	
  0.0611

  	
   

  	
  0.0544

  	
   

  
	
  January 11, 2008

  	
   

  	
  6.9577

  	
   

  	
  5.3846

  	
   

  	
  4.2857

  	
   

  	
  3.3333

  	
   

  	
  2.5000

  	
   

  	
  1.1111

  	
   

  	
  0.2447

  	
   

  	
  0.0677

  	
   

  	
  0.0554

  	
   

  	
  0.0466

  	
   

  	
  0.0400

  	
   

  	
  0.0349

  	
   

  	
  0.0308

  	
   

  	
  0.0274

  	
   

  
	
  April 11, 2008

  	
   

  	
  6.9577

  	
   

  	
  5.3846

  	
   

  	
  4.2857

  	
   

  	
  3.3333

  	
   

  	
  2.5000

  	
   

  	
  1.1111

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 



 A-1