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Table of Contents

                                                                    EXHIBIT 4.2

                              OFFICERS' CERTIFICATE

                                       OF

                                   AMGEN INC.

Dated as of November 18, 2004

                  The undersigned officers of the Company certify, pursuant to
resolutions duly adopted by the Board of Directors of the Company at a meeting
duly held on October 5, 2004, and the unanimous written consent of the Offering
Committee of the Board of Directors, dated as of November 15, 2004
(collectively, the "RESOLUTIONS"), and in accordance with Sections 2.1, 2.2 and
2.3 of the Indenture, dated as of August 4, 2003 (the "INDENTURE"; capitalized
terms used herein and not otherwise defined shall have the meanings given to
them in the Indenture), between Amgen Inc., a Delaware corporation (the
"COMPANY"), and JPMorgan Chase Bank, N.A., as trustee, (the "TRUSTEE") the
following matters related to the issuance of the Company's 4.00% Senior Notes
due 2009 (the "2009 NOTES") and the Company's 4.85% Senior Notes due 2014 (the
"2014 NOTES"):

            1.    Attached hereto as Annex A is a true and correct copy of a
      specimen note (the "FORM OF 2009 NOTE") representing the 2009 Notes and
      attached hereto as Annex B is a true and correct copy of a specimen note
      (the "FORM OF 2014 NOTE") representing the 2014 Notes. The Form of 2009
      Note and the Form of 2014 Note are herein collectively referred to as the
      "FORMS OF NOTES." The Forms of Notes set forth certain of the terms
      required to be set forth in this Certificate pursuant to Section 2.2 of
      the Indenture, and said terms are incorporated herein by reference. The
      2009 Notes and the 2014 Notes are each a separate series of Securities
      under the Indenture and are referred to herein collectively as the
      "NOTES." The term "Notes" shall also include any exchange notes issued in
      exchange for the 2009 Notes and 2014 Notes, respectively, pursuant to the
      transactions contemplated by that certain Registration Rights Agreement,
      dated as of November 18, 2004 (the "REGISTRATION RIGHTS AGREEMENT"), by
      and among the Company and the initial purchasers named therein (the
      "EXCHANGE SECURITIES").

            2.    The title of the 2009 Notes shall be the "4.00% Senior Notes
      due 2009" and the title of the 2014 Notes shall be the "4.85% Senior Notes
      due 2014."

            3.    The 2009 Notes shall be issued at the initial offering price
      of 99.803% of the principal amount and the 2014 Notes shall be issued at
      the initial offering price of 99.984% of the principal amount.

            4.    The Company will initially issue $1.0 billion aggregate
      principal amount of 2009 Notes (except for 2009 Notes authenticated and
      delivered upon registration of transfer of, in exchange for, or in lieu
      of, other 2009 Notes pursuant to Sections 2.7, 2.8, 2.11, 3.6 or 9.6 of
      the Indenture) and the $1.0 billion aggregate principal amount of 2014
      Notes (except for 2014 Notes authenticated and delivered upon registration
      of transfer of, in exchange for, or in lieu of, other 2014 Notes pursuant
      to Sections 2.7, 2.8, 2.11, 3.6 or



      9.6 of the Indenture). The Company may issue additional 2009 Notes and/or
      2014 Notes from time to time after the date hereof, and such Notes will be
      treated as part of the respective series of Notes for all purposes under
      the Indenture.

            5.    The Notes and the Exchange Securities shall be issued as
      Global Securities only and will be exchangeable for certificated notes
      ("CERTIFICATED NOTES") only if:

                  (a)   DTC (x) notifies the Company that it is unwilling or
                        unable to continue as depository for the Global
                        Securities or (y) at any time has ceased to be a
                        clearing agency registered under the Exchange Act and,
                        in either case, the Company fails to appoint a successor
                        depository registered as a clearing agency under the
                        Exchange Act within 90 days of such event;

                  (b)   the Company, at its option, notifies the Trustee in
                        writing to the effect that the Company elects to cause
                        the issuance of the Certificated Notes; or

                  (c)   there has occurred and is continuing an Event of Default
                        with respect to the Notes.

                  Certificated Notes delivered in exchange for any Global
      Security or beneficial interests in Global Securities will be registered
      in the names, and issued in any approved denominations, requested by or on
      behalf of the depository (in accordance with its customary procedures).

            6.    The Global Securities and the Certificated Notes will bear the
      following restrictive legend unless the legend is not required by
      applicable law, or as set forth in Item 7 below:

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
      BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
      ITS ACQUISITION HEREOF, THE HOLDER (I) REPRESENTS THAT (A) IT IS A
      "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
      DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
      SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT
      A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION (AS
      DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN COMPLIANCE WITH
      REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN
      THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AS IN
      EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE



      TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B)
      TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
      SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
      ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE
      A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING
      TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN
      BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN
      AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000, AN OPINION OF
      COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH
      THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
      TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES
      ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH ANY
      APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. PRIOR TO ANY
      TRANSFER, THE HOLDER OF THIS SECURITY AGREES THAT IT WILL DELIVER TO EACH
      PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
      EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN
      THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER
      THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE
      BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
      TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED
      TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR A NON-U.S. PERSON,
      THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE
      COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
      OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
      PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
      "OFFSHORE TRANSACTION." "UNITED STATES" AND "U.S. PERSON" HAVE THE
      MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE
      INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER
      ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTION."



            7.    In accordance with the terms of the Exchange Offer (as defined
in the Registration Rights Agreement), the Company will issue, and upon receipt
of a written order in accordance with Section 2.3 of the Indenture, the Trustee
will authenticate:

                  a.    One or more Global Securities in an aggregate principal
                        amount equal to the principal amount of the beneficial
                        interests in the Global Securities tendered into the
                        Exchange Offer pursuant to the terms of the Registration
                        Rights Agreement; and

                  b.    Certificated Notes in an aggregate principal amount
                        equal to the principal amount of the Certificated Notes
                        tendered into the Exchange Offer pursuant to the terms
                        of the Registration Rights Agreement.

            Such Global Securities and Certificated Notes shall will not contain
the restrictive legend set forth in Item 7 above. Concurrently with the issuance
of such Exchange Securities, the Company will instruct the Trustee to cause the
aggregate principal amount of the applicable Global Securities and Certificated
Notes to be reduced accordingly.

            8.    The Notes shall be denominated in Dollars and payments of
principal and interest shall be made in Dollars.

            9.    In addition to the covenants set forth in Article IV of the
Indenture, the following additional covenants shall apply to the 2009 Notes and
the 2014 Notes and shall be incorporated into the Indenture with respect to the
2009 Notes and the 2014 Notes, such additional covenants to be subject to
covenant defeasance pursuant to Section 8.4 of the Indenture:

            "Section 4.5 LIMITATION ON LIENS.

            (a)   The Company shall not, nor shall it permit any of its
Subsidiaries to, create or incur any Lien on any of their respective Properties,
whether now owned or hereafter acquired, or upon any income or profits
therefrom, in order to secure any Indebtedness of the Company, without
effectively providing that such series of Notes shall be equally and ratably
secured until such time as such Indebtedness is no longer secured by such Lien,
except:

                  (1)   Liens existing as of November 18, 2004 (the "CLOSING
DATE");

                  (2)   Liens granted after the Closing Date on any of the
Company or any of its Subsidiaries' Properties securing Indebtedness of the
Company created in favor of the Holders of the Notes;

                  (3)   Liens securing Indebtedness of the Company which are
incurred to extend, renew or refinance Indebtedness which is secured by Liens
permitted to be incurred under the Indenture; provided that those Liens do not
extend to or cover any of the Company or any of its Subsidiaries' Property other
than the Property securing the Indebtedness being refinanced and that the
principal amount of such Indebtedness does not exceed the principal amount of
the Indebtedness being refinanced;



                  (4)   Liens created in substitution of or as replacements for
any Liens permitted by the preceding clauses (1) through (3) directly above,
provided that, based on a good faith determination of an Officer of the Company,
the Property encumbered under any such substitute or replacement Lien is
substantially similar in nature to the Property encumbered by the otherwise
permitted Lien which is being replaced; and

                  (5)   Permitted Liens.

            (b)   Notwithstanding the foregoing, the Company and any of its
Subsidiaries may, without securing either series of Notes, create or incur Liens
which would otherwise be subject to the restrictions set forth in the preceding
paragraph, if after giving effect thereto, Exempted Debt does not exceed the
greater of (x) 35% of Consolidated Net Worth calculated as of the date of the
creation or incurrence of the Lien or (y) 35% of Consolidated Net Worth
calculated as of the Closing Date.

            Section 4.6 LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.

            (a)   The Company shall not and shall not permit its Subsidiaries
to, enter into any sale and lease-back transaction for the sale and leasing back
of any Property, whether now owned or hereafter acquired, of the Company or any
Subsidiary of the Company, unless:

                  (1)   such transaction was entered into prior to the Closing
Date;

                  (2)   such transaction was for the sale and leasing back of
any Property by a Subsidiary of the Company to the Company;

                  (3)   such transaction involves a lease for less than three
years;

                  (4)   the Company would be entitled to incur Indebtedness
secured by a mortgage on the property to be leased in an amount equal to the
Attributable Liens with respect to such sale and lease-back transaction without
equally and ratably securing the Notes pursuant to Section 4.5; or

                  (5)   the Company applies an amount equal to the fair value of
the proceeds of the Property sold to the purchase of Property or to the
retirement of long-term Indebtedness of the Company or any of its Subsidiaries
within 120 days of the effective date of any such sale and lease-back
transaction. In lieu of applying such amount to such retirement, the Company
may, or may cause any of its Subsidiaries to, deliver debt securities to the
Trustee therefor for cancellation, such debt securities to be credited at the
cost thereof to the Company.

            (b)   Notwithstanding the foregoing, the Company and any of its
Subsidiaries may enter into any sale lease-back transaction which would
otherwise be subject to the foregoing restrictions if after giving effect
thereto and at the time of determination, Exempted Debt does not exceed the
greater of (a) 35% of Consolidated Net Worth calculated as of the closing date
of the sale-leaseback transaction or (b) 35% of Consolidated Net Worth
calculated as of the Closing Date.



            10.   In addition to the definitions set forth in Article I of the
      Indenture, each of the Notes shall include the following additional
      definitions, which, in the event of a conflict with the definition of
      terms in the Indenture, shall control:

            As used in this section, the following terms have the meanings set
forth below.

            "Attributable Liens" means in connection with a sale and lease-back
transaction the lesser of:

            (1) the fair market value of the assets subject to such transaction;
and

            (2) the present value (discounted at a rate per annum equal to the
average interest borne by all outstanding debt securities issued under the
indenture (which may include debt securities in addition to the Notes)
determined on a weighted average basis and compounded semi-annually) of the
obligations of the lessee for rental payments during the term of the related
lease.

            "Capital Lease" means any Indebtedness represented by a lease
obligation of a Person incurred with respect to real property or equipment
acquired or leased by such Person and used in its business that is required to
be recorded as a capital lease in accordance with GAAP.

            "Consolidated Net Worth" means, as of any date of determination, the
Stockholders' Equity of the Company and its Consolidated Subsidiaries on that
date.

            "Consolidated Subsidiary" means, as of any date of determination and
with respect to any Person, any Subsidiary of that Person whose financial data
is, in accordance with GAAP, reflected in that Person's consolidated financial
statements.

            "Credit Agreement" means the Credit Agreement, dated as of July 16,
2004, by and among the company, Citicorp USA, Inc., Barclays Bank PLC and each
other financial institution party thereto, Citibank, N.A., as issuing bank,
Citicorp USA, Inc., as administrative agent, and Barclays Bank PLC, as
Syndication Agent, as such agreement may be amended (including any amendment,
restatement, refinancing and successors thereof), supplemented or otherwise
modified from time to time, including any increase in the principal amount of
the obligations thereunder.

            "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case, with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.



            "Exempted Debt" means the sum of the following as of the date of
determination:

            (1) Indebtedness of the Company incurred after the Closing Date and
secured by Liens not permitted by Section 4.5(a) above; and

            (2) Attributable Liens of the Company and any of its Subsidiaries in
respect of sale and lease-back transactions entered into after the Closing Date
pursuant to Section 4.6(b) above.

            "Governmental Agency" means:

            (1) any foreign, federal, state, county or municipal government, or
political subdivision thereof;

            (2) any governmental or quasi-governmental agency, authority, board,
bureau, commission, department, instrumentality or public body;

            (3) any court or administrative tribunal;

            (4) with respect to any Person, any arbitration tribunal or other
nongovernmental authority to whose jurisdiction that Person has consented.

            "Hedging Obligations" means, with respect to any specified Person,
the obligations of such Person under:

            (1) interest rate swap agreements (whether from fixed to floating or
from floating to fixed), interest rate cap agreements and interest rate collar
agreements;

            (2) other agreements or arrangements designed to manage interest
rates or interest rate risk; and

            (3) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange rates or commodity prices.

            "Indebtedness" of any Person means, without duplication, any
indebtedness, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements with respect thereto) or representing the
balance deferred and unpaid of the purchase price of any Property (including
pursuant to Capital Leases), except any such balance that constitutes an accrued
expense or trade payable, if and to the extent any of the foregoing indebtedness
would appear as a liability upon a balance sheet of such Person prepared on a
consolidated basis in accordance with GAAP (but does not include contingent
liabilities which appear only in a footnote to a balance sheet), and shall also
include, to the extent not otherwise included, the guaranty of items which would
be included within this definition.

            "Laws" means, collectively, all foreign, federal, state and local
statutes, treaties, rules, regulations, ordinances, codes and administrative or
controlling precedents of any Governmental Agency.



            "Lien" means any lien, security interest, charge or encumbrance of
any kind (including any conditional sale or other title retention agreement, any
lease in the nature thereof, and any agreement to give any security interest).

            "Make-Whole Amount" means the excess of (1) the aggregate present
value, on the redemption date, of the principal being redeemed or paid and the
amount of interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable if such redemption or
accelerated payment had not been made, over (2) the aggregate principal amount
of the Notes being redeemed or paid. Net present value shall be determined by
discounting, on a semi-annual basis, such principal and interest at the
Reinvestment Rate (as defined below and as determined on the third business day
preceding the date such notice of redemption is given or declaration of
acceleration is made) from the respective dates on which such principal and
interest would have been payable if such redemption or accelerated payment had
not been made.

            "Permitted Liens" means:

            (1) Liens securing Indebtedness under Credit Facilities;

            (2) Liens on accounts receivable, merchandise inventory, equipment,
and patents, trademarks, trade names and other intangibles, securing
Indebtedness of the Company;

            (3) Liens on any assets of the Company, any of its Subsidiaries'
assets, or the assets of any joint venture to which the Company or any of its
Subsidiaries is a party, created solely to secure obligations incurred to
finance the refurbishment, improvement or construction of such asset, which
obligations are incurred no later than 24 months after completion of such
refurbishment, improvement or construction, and all renewals, extensions,
refinancings, replacements or refundings of such obligations;

            (4) (a) Liens given to secure the payment of the purchase price
incurred in connection with the acquisition (including acquisition through
merger or consolidation) of Property (including shares of stock), including
Capital Lease transactions in connection with any such acquisition, and (b)
Liens existing on Property at the time of acquisition thereof or at the time of
acquisition by the Company or one of its Subsidiaries of any Person then owning
such Property whether or not such existing Liens were given to secure the
payment of the purchase price of the Property to which they attach; provided
that, with respect to clause (a), the Liens shall be given within 24 months
after such acquisition and shall attach solely to the Property acquired or
purchased and any improvements then or thereafter placed thereon;

            (5) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

            (6) Liens upon specific items of inventory or other goods and
proceeds of any Person securing such Person's obligations in respect of bankers'
acceptances issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;



            (7) Liens securing reimbursement obligations with respect to letters
of credit that encumber documents and other Property relating to such letters of
credit and the products and proceeds thereof;

            (8) Liens on key-man life insurance policies granted to secure
Indebtedness of the Company against the cash surrender value thereof;

            (9) Liens encumbering customary initial deposits and margin deposits
and other Liens in the ordinary course of business, in each case securing
Hedging Obligations and forward contract, option, futures contracts, futures
options or similar agreements or arrangements designed to protect the Company or
any of its Subsidiaries from fluctuations in interest rates, currencies or the
price of commodities;

            (10) Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by
Company or any of its Subsidiaries in the ordinary course of business;

            (11) pre-existing Liens on assets acquired by the Company or any of
its Subsidiaries after the Closing Date of the offering of the Notes;

            (12) Liens in favor of the Company or in favor of any of its
Subsidiaries;

            (13) inchoate Liens incident to construction or maintenance of real
property, or Liens incident to construction or maintenance of real property, now
or hereafter filed of record for sums not yet delinquent or being contested in
good faith, if reserves or other appropriate provisions, if any, as shall be
required by GAAP shall have been made therefore;

            (14) statutory Liens arising in the ordinary course of business with
respect to obligations which are not delinquent or are being contested in good
faith, if reserves or other appropriate provisions, if any, as shall be required
by GAAP shall have been made therefore;

            (15) Liens consisting of pledges or deposits to secure obligations
under workers' compensation laws or similar legislation, including Liens of
judgments thereunder which are not currently dischargeable;

            (16) Liens consisting of pledges or deposits of Property to secure
performance in connection with operating leases made in the ordinary course of
business to which Company or any of its Subsidiaries is a party as lessee,
provided the aggregate value of all such pledges and deposits in connection with
any such lease does not at any time exceed 16-2/3% of the annual fixed rentals
payable under such lease;

            (17) Liens consisting of deposits of Property to secure statutory
obligations of the Company or statutory obligations of any of its Subsidiaries
in the ordinary course of its business;

            (18) Liens consisting of deposits of Property to secure (or in lieu
of) surety, appeal or customs bonds in proceedings to which Company or any of
its Subsidiaries is a party in the ordinary course of its business, but not in
excess of $25,000,000;



            (19) purchase money Liens or purchase money security interests upon
or in any Property acquired or held by Company or any of its Subsidiaries in the
ordinary course of business to secure the purchase price of such Property or to
secure indebtedness incurred solely for the purpose of financing the acquisition
of such Property;

            (20) Liens on an asset created in connection with the acquisition,
construction or development of additions, extensions or improvements to such
asset which shall be financed by obligations described in Sections 142, 144(a)
or 144(c) of the Internal Revenue Code of 1986, as amended, or by obligations
entitled to substantially similar tax benefits under other legislation or
regulations in effect from time to time; and

            (21) Liens on Property subject to escrow or similar arrangements
established in connection with litigation settlements.

            "Property" means any property or asset, whether real, personal or
mixed, or tangible or intangible.

            "Reinvestment Rate" means for the 2009 Notes, 0.10% and for the 2014
Notes, means 0.15%, in each case plus the arithmetic mean of the yields under
the respective heading "Week Ending" published in the most recent Statistical
Release (as defined below) under the caption "Treasury Constant Maturities" for
the maturity (rounded to the nearest month) corresponding to the remaining life
to maturity, as of the payment date of the principal being redeemed or paid. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purpose
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used.

            "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
Statistical Release is not published at the time of any determination under the
indenture, then such other reasonably comparable index which shall be designated
by us.

            "Stockholders' Equity" means, as of any date of determination,
stockholders' equity as of that date determined in accordance with GAAP;
provided that there shall be excluded from Stockholders' Equity any amount
attributable to capital stock that is, directly or indirectly, required to be
redeemed or repurchased by the issuer thereof at a specified date or upon the
occurrence of specified events or at the election of the holder thereof.



            11. The Depository for the Notes shall be The Depository Trust
Company ("DTC").

            12. Each of the undersigned is authorized to approve the form, terms
and conditions of the Notes.

            13. Attached hereto as Annex C are true and correct copies of the
Resolutions.

            14. Each of the undersigned has read the provisions of the
Indenture, including the covenants and conditions precedent, pertaining to the
issuance of the Notes.

            15. In connection with this Certificate, each of the undersigned has
examined the documents, corporate records and certificates and has made such
inquiries of the other officers of the Company, which he has deemed necessary to
enable him to express an informed opinion as to whether or not such comments and
conditions have been complied with.

            16. In the opinion of each of the undersigned, all of the conditions
and covenants related to the issuance of the Notes have been complied with.



            IN WITNESS WHEREOF, the undersigned have executed this Officers'
Certificate as of the date first set forth above.

                                       By:    /s/ Richard D. Nanula
                                          -------------------------------------
                                          Name:  Richard D. Nanula
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                       By:       Steven J. Schoch
                                          -------------------------------------
                                          Name:  Steven J. Schoch
                                          Title: Vice President, Finance and
                                                 Controller


                                     Annex A Form of 4.00% Senior Notes due 2009

                                 [Face of Note]

                                                          CUSIP/CINS ___________

                           4.00% Senior Notes due 2009

No. ___                                                            $____________

                                   AMGEN INC.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of _____________________ on November 18, 2009.

Interest Payment Dates: May 18 and November 18

Record Dates: 15th day prior to May 18 and November 18

Dated: November 18, 2004

                                              AMGEN INC.

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                              By: ______________________________
                                                  Name:
                                                  Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

JPMorgan Chase Bank, N.A.,
  as Trustee

By: ________________________________
          Authorized Officer

                                       1


                                 [Back of Note]
                           4.00% SENIOR NOTES DUE 2009

[GLOBAL LEGEND]

      THIS  SECURITY  IS  A GLOBAL SECURITY WITHIN THE MEANING OF THE  INDENTURE
HEREINAFTER  REFERRED  TO  AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR  A
NOMINEE  OF  THE  DEPOSITORY.  THIS  SECURITY  IS  EXCHANGEABLE  FOR  SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN  THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN  THE  INDENTURE,  AND MAY NOT  BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE  DEPOSITORY,
BY  A  NOMINEE  OF  THE  DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF  THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.

[TRANSFER RESTRICTED LEGEND]

      THIS  NOTE  HAS  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS
AMENDED  (THE  "SECURITIES  ACT"),  AND ACCORDINGLY, MAY NOT BE OFFERED OR  SOLD
WITHIN  THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS
EXCEPT  AS  SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,  THE
HOLDER  (I)  REPRESENTS  THAT  (A)  IT IS A "QUALIFIED INSTITUTIONAL BUYER"  (AS
DEFINED  IN  RULE  144A UNDER THE SECURITIES ACT) OR (B) IT IS AN  INSTITUTIONAL
"ACCREDITED  INVESTOR"  (AS  DEFINED  IN  RULE  501(A)(1),  (2),  (3) OR (7)  OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED  INVESTOR")
OR  (C)  IT  IS  NOT  A  U.S.  PERSON AND IS ACQUIRING THIS NOTE IN AN  OFFSHORE
TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN  COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,  WITHIN
THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT
ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT  (A)  TO  THE  ISSUER  OR  ANY  SUBSIDIARY  THEREOF,  (B) TO A  QUALIFIED
INSTITUTIONAL  BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,  (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR  TO
SUCH  TRANSFER,  FURNISHES  TO  THE  TRUSTEE A SIGNED LETTER CONTAINING  CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF  THIS
NOTE  (THE  FORM  OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF  SUCH
TRANSFER  IS  IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS  THAN
$100,000,  AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER  IS
IN  COMPLIANCE  WITH  THE  SECURITIES  ACT, (D) OUTSIDE THE UNITED STATES IN  AN
OFFSHORE  TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,  (E)
PURSUANT  TO  THE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES  ACT
(IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER  THE
SECURITIES  ACT  AND  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE  SECURITIES
LAWS  OF  ANY  STATE OF THE UNITED STATES. PRIOR TO ANY TRANSFER, THE HOLDER  OF
THIS  SECURITY  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE  IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS

                                       2


LEGEND.  IN  CONNECTION  WITH  ANY TRANSFER OF THIS NOTE WITHIN THE TIME  PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AFTER THE ORIGINAL  ISSUANCE
OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF  RELATING  TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE  TO
THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED  INVESTOR
OR  A  NON-U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO  THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS  BEING
MADE  PURSUANT  TO  AN  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,  THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT. AS USED HEREIN, THE  TERMS
"OFFSHORE  TRANSACTION."  "UNITED  STATES"  AND "U.S. PERSON" HAVE THE  MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS  NOTE
IN VIOLATION OF THE FOREGOING RESTRICTION.

      Capitalized  terms  used herein have the meanings assigned to them in  the
Indenture referred to below unless otherwise indicated.

            (1)  INTEREST.  Amgen Inc., a Delaware corporation (the  "Company"),
      promises to pay interest on the principal amount of this Note at 4.00% per
      annum  from  November  18,  2004 until maturity and shall pay the  Special
      Interest  (as  defined  in  the  Registration  Rights Agreement), if  any,
      payable  pursuant  to  Section  4  of  the  Registration Rights  Agreement
      referred to below. The Company will pay interest and Special Interest,  if
      any,  semi-annually in arrears on May 18 and November 18 of each year,  or
      if any such day is not a Business Day, on the next succeeding Business Day
      (each, an "Interest Payment Date"). Interest on the Notes will accrue from
      the  most  recent date to which interest has been paid or, if no  interest
      has been paid, from the date of issuance; provided that the first Interest
      Payment  Date  shall be May 18, 2005; provided further that after May  18,
      2005,  if there is no existing Default in the payment of interest, and  if
      this  Note is authenticated between a record date referred to on the  face
      hereof  and  the  next  succeeding  Interest Payment Date, interest  shall
      accrue from such next succeeding Interest Payment Date.

            (2)  METHOD  OF PAYMENT. The Company will pay interest on the  Notes
      (except  defaulted interest) and Special Interest, if any, to the  Persons
      who  are  registered Holders of Notes at the close of business on the  day
      that  is  15  days  prior  to  the  next succeeding Interest Payment  Date
      (whether  or  not  such  day  is  a Business Day), even if such Notes  are
      canceled  after  such  record date and on or before such Interest  Payment
      Date, except as provided in Section 2.13 of the Indenture with respect  to
      defaulted  interest.  The Notes will be payable as to principal,  interest
      and  Special  Interest,  if  any,  at the office or agency of the  Company
      maintained  for  such  purpose  in the Borough of Manhattan, the City  and
      State  of  New  York (or, if the Company fails to maintain such office  or
      agency, at the corporate trust office of the trustee in New York, New York
      or  if the trustee does not maintain an office in New York, at the  office
      of a paying agent in New York), or, at the option of the Company,  payment
      of  interest and Special Interest, if any, may be made by check mailed  to
      the  Holders  at  their  addresses  set forth in the register of  Holders;
      provided that payment by wire transfer of immediately available funds will
      be  required  with  respect  to  principal  of  and  interest and  Special
      Interest,  if  any,  on,  all  Global  Securities and all other Notes  the
      Holders  of  which  will  have provided wire transfer instructions to  the
      Company  or the Paying Agent. Such payment will be in the currency of  the
      United States of America.

                                       3


            (3)  PAYING  AGENT  AND  REGISTRAR. Initially, JPMorgan Chase  Bank,
      N.A.,  the  Trustee  under  the  Indenture,  will act as Paying Agent  and
      Registrar.  The  Company may change any Paying Agent or Registrar  without
      notice  to  any Holder. The Company or any of its Subsidiaries may act  in
      any such capacity.

            (4)  INDENTURE.  The terms of the Notes include those stated in  the
      Indenture  and  those  made  part  of  the  Indenture  by  the   Officers'
      Certificate  dated  November  18,  2004  delivered  pursuant thereto  (the
      "Officers'  Certificate")  and the TIA. The Notes are subject to all  such
      terms,  and  the  Holders are referred to the Indenture and the TIA for  a
      statement of them.

            (5) OPTIONAL REDEMPTION. At any time prior to maturity, the  Company
      will  have  the option to redeem all or a part of the Notes upon not  less
      than 30 nor more than 60 days' notice, at a redemption price equal to  the
      sum  of (1) 100% of the principal amount of any notes being redeemed  plus
      accrued  and  unpaid interest to, but not including, the redemption  date,
      and (2) the Make-Whole Amount. Unless the Company defaults in the  payment
      of  the  redemption  price, interest will cease to accrue on the Notes  or
      portions thereof called for redemption on the applicable redemption  date.

            (6)  MANDATORY  REDEMPTION.  The  Company  is  not required to  make
      mandatory  redemption or sinking fund payments with respect to the  Notes.

            (7)  NOTICE  OF  REDEMPTION. Notice of redemption will be mailed  at
      least 30 days but not more than 60 days before the redemption date to each
      Holder  whose  Notes are to be redeemed at its registered address,  except
      that  redemption  notices  may  be  mailed  more  than 60 days prior to  a
      redemption date if the notice is issued in connection with a defeasance of
      the  Notes  or  a  satisfaction  or  discharge of the Indenture. Notes  in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples  of  $1,000, unless all of the Notes held by a Holder are to  be
      redeemed.

            (8) DEFEASANCE PRIOR TO MATURITY. The Indenture contains  provisions
      for defeasance of (i) the entire indebtedness of the Notes or (ii) certain
      covenants  and  Events of Default with respect to the Notes, in each  case
      upon compliance with certain conditions set forth therein.

            (9)   RESTRICTIVE   COVENANTS.  The  Indenture  and  the   Officers'
      Certificate   impose   certain  limitations  on  the  Company's  and   its
      Subsidiaries', including limitations on the Company's and its subsidiaries
      ability  to  create  or  incur  certain  Liens on any of their  respective
      properties  or  assets  and  to  enter  into  certain sale and  lease-back
      transactions  and  on  the  Company's  ability  to  engage  in mergers  or
      consolidations   or   the   conveyance,  transfer  or  lease  of  all   or
      substantially  all  of  its  properties and assets. These limitations  are
      subject  to  a  number  of  important  qualifications  and exceptions  and
      reference  is  made  to the Indenture and the Officers' Certificate for  a
      description thereof.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in  registered
      form without coupons in denominations of $1,000 and integral multiples  of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require  a
      Holder,  among  other  things,  to  furnish  appropriate endorsements  and
      transfer  documents and the Company may require a Holder to pay any  taxes
      and  fees required by law or permitted by the Indenture. The Company  need
      not  exchange  or  register the transfer of any Note or portion of a  Note
      selected  for  redemption,  except for the unredeemed portion of any  Note
      being  redeemed  in part. Also, the Company need not exchange or  register
      the transfer of

                                       4


      any  Notes  for  a  period  of  15 days before a selection of Notes to  be
      redeemed or during the period between a record date and the  corresponding
      Interest Payment Date.

            (11)  PERSONS DEEMED OWNERS. The registered Holder of a Note may  be
      treated as its owner for all purposes.

            (12)   AMENDMENT,   SUPPLEMENT   AND  WAIVER.  Subject  to   certain
      exceptions, the Indenture or the Notes may be amended or supplemented with
      the  consent of the Holders of at least a majority in aggregate  principal
      amount  of  the  then outstanding Notes voting as a single class, and  any
      existing  Default or Event or Default or compliance with any provision  of
      the  Indenture or the Notes may be waived with the consent of the  Holders
      of a majority in aggregate principal amount of the then outstanding  Notes
      voting as a single class. Without the consent of any Holder of a Note, the
      Indenture  or  the  Notes  may  be  amended  or  supplemented to cure  any
      ambiguity, defect or inconsistency, to provide for uncertificated Notes in
      addition  to  or  in place of certificated Notes, to make any change  that
      would  not  adversely  affect the legal rights under the Indenture of  any
      such  Holder,  to  provide  for  the  issuance of any additional notes  as
      permitted by the Indenture, to appoint a successor trustee with respect to
      the  notes and to add to or change any of the provisions of the  Indenture
      necessary to provide for the administration of the trusts in the indenture
      by more than one trustee, or to comply with the requirements of the SEC in
      order  to effect or maintain the qualification of the Indenture under  the
      TIA.

            (13)  DEFAULTS AND REMEDIES. If an Event of Default shall occur  and
      be continuing, the principal of the Notes may be declared (or, in  certain
      cases, shall ipso facto become) due and payable in the manner and with the
      effect provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture,
      in  its individual or any other capacity, may deal with the Company or  an
      Affiliate of the Company with the same rights it would have if it were not
      Trustee.

            (15)  NO  RECOURSE AGAINST OTHERS. A director, officer, employee  or
      stockholder  of  the  Company  shall  not  have  any  liability  for   any
      obligations  of  the  Company under the Notes or the Indenture or for  any
      claim based on, in respect of, or by reason of, such obligations or  their
      creation.  Each  Holder  by accepting a Note waives and releases all  such
      liability.  The  waiver and release are part of the consideration for  the
      issuance of the Notes.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (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 Gifts to Minors Act).

            (18)  REGISTRATION  RIGHTS  OF  HOLDERS.  In addition to the  rights
      provided  to  Holders of Notes under the Indenture, Holders of  restricted
      Notes  will  have  all  the  rights  set forth in the Registration  Rights
      Agreement,  dated  as  of  November 18, 2004, between the Company and  the
      other  parties  named  on  the signature pages thereof (the  "Registration
      Rights Agreement").

            (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 Notes, and the Trustee may  use
      CUSIP numbers in notices of redemption as a

                                       5


      convenience  to  Holders. No representation is made as to the accuracy  of
      such numbers either as printed on the Notes or as contained in any  notice
      of redemption, and reliance may be placed only on the other identification
      numbers placed thereon.

            (20)  GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK  WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT  GIVING
      EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
      APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      The  Company  will furnish to any Holder upon written request and  without
charge  a  copy  of  the  Indenture  and/or  the Registration Rights  Agreement.
Requests may be made to:

                                   Amgen Inc.
                             One Amgen Center Drive
                          Thousand Oaks, CA 91320-1799
                          Attention: Investor Relations

                                       6


                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

_______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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

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

Date: _______________

                                    Your Signature: ___________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                       7


                                     Annex B Form of 4.85% Senior Notes due 2014

                                 [Face of Note]

                                                          CUSIP/CINS ___________

                           4.85% Senior Notes due 2014

No. ___                                                            $____________

                                   AMGEN INC.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of _____________________ on November 18, 2014.

Interest Payment Dates: May 18 and November 18

Record Dates: 15th day prior to May 18 and November 18

Dated: November 18, 2004

                                               AMGEN INC.

                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

JPMorgan Chase Bank, N.A.,
  as Trustee

By:
    -----------------------------
         Authorized Officer

                                       1


                                 [Back of Note]
                           4.85% SENIOR NOTES DUE 2014

[GLOBAL LEGEND]

      THIS  SECURITY  IS  A GLOBAL SECURITY WITHIN THE MEANING OF THE  INDENTURE
HEREINAFTER  REFERRED  TO  AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR  A
NOMINEE  OF  THE  DEPOSITORY.  THIS  SECURITY  IS  EXCHANGEABLE  FOR  SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN  THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN  THE  INDENTURE,  AND MAY NOT  BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE  DEPOSITORY,
BY  A  NOMINEE  OF  THE  DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF  THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.

[TRANSFER RESTRICTED LEGEND]

      THIS  NOTE  HAS  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS
AMENDED  (THE  "SECURITIES  ACT"),  AND ACCORDINGLY, MAY NOT BE OFFERED OR  SOLD
WITHIN  THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS
EXCEPT  AS  SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,  THE
HOLDER  (I)  REPRESENTS  THAT  (A)  IT IS A "QUALIFIED INSTITUTIONAL BUYER"  (AS
DEFINED  IN  RULE  144A UNDER THE SECURITIES ACT) OR (B) IT IS AN  INSTITUTIONAL
"ACCREDITED  INVESTOR"  (AS  DEFINED  IN  RULE  501(A)(1),  (2),  (3) OR (7)  OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED  INVESTOR")
OR  (C)  IT  IS  NOT  A  U.S.  PERSON AND IS ACQUIRING THIS NOTE IN AN  OFFSHORE
TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN  COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,  WITHIN
THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT
ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT  (A)  TO  THE  ISSUER  OR  ANY  SUBSIDIARY  THEREOF,  (B) TO A  QUALIFIED
INSTITUTIONAL  BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,  (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR  TO
SUCH  TRANSFER,  FURNISHES  TO  THE  TRUSTEE A SIGNED LETTER CONTAINING  CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF  THIS
NOTE  (THE  FORM  OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF  SUCH
TRANSFER  IS  IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS  THAN
$100,000,  AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER  IS
IN  COMPLIANCE  WITH  THE  SECURITIES  ACT, (D) OUTSIDE THE UNITED STATES IN  AN
OFFSHORE  TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,  (E)
PURSUANT  TO  THE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES  ACT
(IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER  THE
SECURITIES  ACT  AND  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE  SECURITIES
LAWS  OF  ANY  STATE OF THE UNITED STATES. PRIOR TO ANY TRANSFER, THE HOLDER  OF
THIS  SECURITY  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE  IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS

                                       2


LEGEND.  IN  CONNECTION  WITH  ANY TRANSFER OF THIS NOTE WITHIN THE TIME  PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AFTER THE ORIGINAL  ISSUANCE
OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF  RELATING  TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE  TO
THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED  INVESTOR
OR  A  NON-U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO  THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS  BEING
MADE  PURSUANT  TO  AN  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,  THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT. AS USED HEREIN, THE  TERMS
"OFFSHORE  TRANSACTION."  "UNITED  STATES"  AND "U.S. PERSON" HAVE THE  MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS  NOTE
IN VIOLATION OF THE FOREGOING RESTRICTION.

      Capitalized  terms  used herein have the meanings assigned to them in  the
Indenture referred to below unless otherwise indicated.

            (1)  INTEREST.  Amgen Inc., a Delaware corporation (the  "Company"),
      promises to pay interest on the principal amount of this Note at 4.85% per
      annum  from  November  18,  2004 until maturity and shall pay the  Special
      Interest  (as  defined  in  the  Registration  Rights Agreement), if  any,
      payable  pursuant  to  Section  4  of  the  Registration Rights  Agreement
      referred to below. The Company will pay interest and Special Interest,  if
      any,  semi-annually in arrears on May 18 and November 18 of each year,  or
      if any such day is not a Business Day, on the next succeeding Business Day
      (each, an "Interest Payment Date"). Interest on the Notes will accrue from
      the  most  recent date to which interest has been paid or, if no  interest
      has been paid, from the date of issuance; provided that the first Interest
      Payment  Date  shall be May 18, 2005; provided further that after May  18,
      2005,  if there is no existing Default in the payment of interest, and  if
      this  Note is authenticated between a record date referred to on the  face
      hereof  and  the  next  succeeding  Interest Payment Date, interest  shall
      accrue from such next succeeding Interest Payment Date.

            (2)  METHOD  OF PAYMENT. The Company will pay interest on the  Notes
      (except  defaulted interest) and Special Interest, if any, to the  Persons
      who  are  registered Holders of Notes at the close of business on the  day
      that  is  15  days  prior  to  the  next succeeding Interest Payment  Date
      (whether  or  not  such  day  is  a Business Day), even if such Notes  are
      canceled  after  such  record date and on or before such Interest  Payment
      Date, except as provided in Section 2.13 of the Indenture with respect  to
      defaulted  interest.  The Notes will be payable as to principal,  interest
      and  Special  Interest,  if  any,  at the office or agency of the  Company
      maintained  for  such  purpose  in the Borough of Manhattan, the City  and
      State  of  New  York (or, if the Company fails to maintain such office  or
      agency, at the corporate trust office of the trustee in New York, New York
      or  if the trustee does not maintain an office in New York, at the  office
      of a paying agent in New York), or, at the option of the Company,  payment
      of  interest and Special Interest, if any, may be made by check mailed  to
      the  Holders  at  their  addresses  set forth in the register of  Holders;
      provided that payment by wire transfer of immediately available funds will
      be  required  with  respect  to  principal  of  and  interest and  Special
      Interest,  if  any,  on,  all  Global  Securities and all other Notes  the
      Holders  of  which  will  have provided wire transfer instructions to  the
      Company  or the Paying Agent. Such payment will be in the currency of  the
      United States of America.

                                       3


            (3)  PAYING  AGENT  AND  REGISTRAR. Initially, JPMorgan Chase  Bank,
      N.A.,  the  Trustee  under  the  Indenture,  will act as Paying Agent  and
      Registrar.  The  Company may change any Paying Agent or Registrar  without
      notice  to  any Holder. The Company or any of its Subsidiaries may act  in
      any such capacity.

            (4)  INDENTURE.  The terms of the Notes include those stated in  the
      Indenture  and  those  made  part  of  the  Indenture  by  the   Officers'
      Certificate  dated  November  18,  2004  delivered  pursuant thereto  (the
      "Officers'  Certificate")  and the TIA. The Notes are subject to all  such
      terms,  and  the  Holders are referred to the Indenture and the TIA for  a
      statement of them.

            (5) OPTIONAL REDEMPTION. At any time prior to maturity, the  Company
      will  have  the option to redeem all or a part of the Notes upon not  less
      than 30 nor more than 60 days' notice, at a redemption price equal to  the
      sum  of (1) 100% of the principal amount of any notes being redeemed  plus
      accrued  and  unpaid interest to, but not including, the redemption  date,
      and (2) the Make-Whole Amount. Unless the Company defaults in the  payment
      of  the  redemption  price, interest will cease to accrue on the Notes  or
      portions thereof called for redemption on the applicable redemption  date.

            (6)  MANDATORY  REDEMPTION.  The  Company  is  not required to  make
      mandatory  redemption or sinking fund payments with respect to the  Notes.

            (7)  NOTICE  OF  REDEMPTION. Notice of redemption will be mailed  at
      least 30 days but not more than 60 days before the redemption date to each
      Holder  whose  Notes are to be redeemed at its registered address,  except
      that  redemption  notices  may  be  mailed  more  than 60 days prior to  a
      redemption date if the notice is issued in connection with a defeasance of
      the  Notes  or  a  satisfaction  or  discharge of the Indenture. Notes  in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples  of  $1,000, unless all of the Notes held by a Holder are to  be
      redeemed.

            (8) DEFEASANCE PRIOR TO MATURITY. The Indenture contains  provisions
      for defeasance of (i) the entire indebtedness of the Notes or (ii) certain
      covenants  and  Events of Default with respect to the Notes, in each  case
      upon compliance with certain conditions set forth therein.

            (9)   RESTRICTIVE   COVENANTS.  The  Indenture  and  the   Officers'
      Certificate   impose   certain  limitations  on  the  Company's  and   its
      Subsidiaries', including limitations on the Company's and its subsidiaries
      ability  to  create  or  incur  certain  Liens on any of their  respective
      properties  or  assets  and  to  enter  into  certain sale and  lease-back
      transactions  and  on  the  Company's  ability  to  engage  in mergers  or
      consolidations   or   the   conveyance,  transfer  or  lease  of  all   or
      substantially  all  of  its  properties and assets. These limitations  are
      subject  to  a  number  of  important  qualifications  and exceptions  and
      reference  is  made  to the Indenture and the Officers' Certificate for  a
      description thereof.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in  registered
      form without coupons in denominations of $1,000 and integral multiples  of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require  a
      Holder,  among  other  things,  to  furnish  appropriate endorsements  and
      transfer  documents and the Company may require a Holder to pay any  taxes
      and  fees required by law or permitted by the Indenture. The Company  need
      not  exchange  or  register the transfer of any Note or portion of a  Note
      selected  for  redemption,  except for the unredeemed portion of any  Note
      being  redeemed  in part. Also, the Company need not exchange or  register
      the transfer of

                                       4


      any  Notes  for  a  period  of  15 days before a selection of Notes to  be
      redeemed or during the period between a record date and the  corresponding
      Interest Payment Date.

            (11)  PERSONS DEEMED OWNERS. The registered Holder of a Note may  be
      treated as its owner for all purposes.

            (12)   AMENDMENT,   SUPPLEMENT   AND  WAIVER.  Subject  to   certain
      exceptions, the Indenture or the Notes may be amended or supplemented with
      the  consent of the Holders of at least a majority in aggregate  principal
      amount  of  the  then outstanding Notes voting as a single class, and  any
      existing  Default or Event or Default or compliance with any provision  of
      the  Indenture or the Notes may be waived with the consent of the  Holders
      of a majority in aggregate principal amount of the then outstanding  Notes
      voting as a single class. Without the consent of any Holder of a Note, the
      Indenture  or  the  Notes  may  be  amended  or  supplemented to cure  any
      ambiguity, defect or inconsistency, to provide for uncertificated Notes in
      addition  to  or  in place of certificated Notes, to make any change  that
      would  not  adversely  affect the legal rights under the Indenture of  any
      such  Holder,  to  provide  for  the  issuance of any additional notes  as
      permitted by the Indenture, to appoint a successor trustee with respect to
      the  notes and to add to or change any of the provisions of the  Indenture
      necessary to provide for the administration of the trusts in the indenture
      by more than one trustee, or to comply with the requirements of the SEC in
      order  to effect or maintain the qualification of the Indenture under  the
      TIA.

            (13)  DEFAULTS AND REMEDIES. If an Event of Default shall occur  and
      be continuing, the principal of the Notes may be declared (or, in  certain
      cases, shall ipso facto become) due and payable in the manner and with the
      effect provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture,
      in  its individual or any other capacity, may deal with the Company or  an
      Affiliate of the Company with the same rights it would have if it were not
      Trustee.

            (15)  NO  RECOURSE AGAINST OTHERS. A director, officer, employee  or
      stockholder  of  the  Company  shall  not  have  any  liability  for   any
      obligations  of  the  Company under the Notes or the Indenture or for  any
      claim based on, in respect of, or by reason of, such obligations or  their
      creation.  Each  Holder  by accepting a Note waives and releases all  such
      liability.  The  waiver and release are part of the consideration for  the
      issuance of the Notes.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (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 Gifts to Minors Act).

            (18)  REGISTRATION  RIGHTS  OF  HOLDERS.  In addition to the  rights
      provided  to  Holders of Notes under the Indenture, Holders of  restricted
      Notes  will  have  all  the  rights  set forth in the Registration  Rights
      Agreement,  dated  as  of  November 18, 2004, between the Company and  the
      other  parties  named  on  the signature pages thereof (the  "Registration
      Rights Agreement").

            (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 Notes, and the Trustee may  use
      CUSIP numbers in notices of redemption as a

                                       5


      convenience  to  Holders. No representation is made as to the accuracy  of
      such numbers either as printed on the Notes or as contained in any  notice
      of redemption, and reliance may be placed only on the other identification
      numbers placed thereon.

            (20)  GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK  WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT  GIVING
      EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
      APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      The  Company  will furnish to any Holder upon written request and  without
charge  a  copy  of  the  Indenture  and/or  the Registration Rights  Agreement.
Requests may be made to:

                                   Amgen Inc.
                             One Amgen Center Drive
                          Thousand Oaks, CA 91320-1799
                          Attention: Investor Relations

                                       6


                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _________________________________
                                               (Insert assignee's legal name)

_______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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

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

Date:  _______________

                               Your Signature: ________________________________
                                          (Sign exactly as your name appears on
                                           the face of this Note)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                       7

                                                                     EXHIBIT 4.3


                                 [Face of Note]

                                                          CUSIP/CINS ___________

                           4.00% Senior Notes due 2009

No. ___                                                            $____________

                                   AMGEN INC.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of _____________________ on November 18, 2009.

Interest Payment Dates: May 18 and November 18

Record Dates: 15th day prior to May 18 and November 18

Dated: November 18, 2004

                                              AMGEN INC.

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                              By: ______________________________
                                                  Name:
                                                  Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

JPMorgan Chase Bank, N.A.,
  as Trustee

By: ________________________________
          Authorized Officer

                                       1


                                 [Back of Note]
                           4.00% SENIOR NOTES DUE 2009

[GLOBAL LEGEND]

      THIS  SECURITY  IS  A GLOBAL SECURITY WITHIN THE MEANING OF THE  INDENTURE
HEREINAFTER  REFERRED  TO  AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR  A
NOMINEE  OF  THE  DEPOSITORY.  THIS  SECURITY  IS  EXCHANGEABLE  FOR  SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN  THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN  THE  INDENTURE,  AND MAY NOT  BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE  DEPOSITORY,
BY  A  NOMINEE  OF  THE  DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF  THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.

[TRANSFER RESTRICTED LEGEND]

      THIS  NOTE  HAS  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS
AMENDED  (THE  "SECURITIES  ACT"),  AND ACCORDINGLY, MAY NOT BE OFFERED OR  SOLD
WITHIN  THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS
EXCEPT  AS  SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,  THE
HOLDER  (I)  REPRESENTS  THAT  (A)  IT IS A "QUALIFIED INSTITUTIONAL BUYER"  (AS
DEFINED  IN  RULE  144A UNDER THE SECURITIES ACT) OR (B) IT IS AN  INSTITUTIONAL
"ACCREDITED  INVESTOR"  (AS  DEFINED  IN  RULE  501(A)(1),  (2),  (3) OR (7)  OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED  INVESTOR")
OR  (C)  IT  IS  NOT  A  U.S.  PERSON AND IS ACQUIRING THIS NOTE IN AN  OFFSHORE
TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN  COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,  WITHIN
THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT
ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT  (A)  TO  THE  ISSUER  OR  ANY  SUBSIDIARY  THEREOF,  (B) TO A  QUALIFIED
INSTITUTIONAL  BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,  (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR  TO
SUCH  TRANSFER,  FURNISHES  TO  THE  TRUSTEE A SIGNED LETTER CONTAINING  CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF  THIS
NOTE  (THE  FORM  OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF  SUCH
TRANSFER  IS  IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS  THAN
$100,000,  AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER  IS
IN  COMPLIANCE  WITH  THE  SECURITIES  ACT, (D) OUTSIDE THE UNITED STATES IN  AN
OFFSHORE  TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,  (E)
PURSUANT  TO  THE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES  ACT
(IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER  THE
SECURITIES  ACT  AND  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE  SECURITIES
LAWS  OF  ANY  STATE OF THE UNITED STATES. PRIOR TO ANY TRANSFER, THE HOLDER  OF
THIS  SECURITY  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE  IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS

                                       2


LEGEND.  IN  CONNECTION  WITH  ANY TRANSFER OF THIS NOTE WITHIN THE TIME  PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AFTER THE ORIGINAL  ISSUANCE
OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF  RELATING  TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE  TO
THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED  INVESTOR
OR  A  NON-U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO  THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS  BEING
MADE  PURSUANT  TO  AN  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,  THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT. AS USED HEREIN, THE  TERMS
"OFFSHORE  TRANSACTION."  "UNITED  STATES"  AND "U.S. PERSON" HAVE THE  MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS  NOTE
IN VIOLATION OF THE FOREGOING RESTRICTION.

      Capitalized  terms  used herein have the meanings assigned to them in  the
Indenture referred to below unless otherwise indicated.

            (1)  INTEREST.  Amgen Inc., a Delaware corporation (the  "Company"),
      promises to pay interest on the principal amount of this Note at 4.00% per
      annum  from  November  18,  2004 until maturity and shall pay the  Special
      Interest  (as  defined  in  the  Registration  Rights Agreement), if  any,
      payable  pursuant  to  Section  4  of  the  Registration Rights  Agreement
      referred to below. The Company will pay interest and Special Interest,  if
      any,  semi-annually in arrears on May 18 and November 18 of each year,  or
      if any such day is not a Business Day, on the next succeeding Business Day
      (each, an "Interest Payment Date"). Interest on the Notes will accrue from
      the  most  recent date to which interest has been paid or, if no  interest
      has been paid, from the date of issuance; provided that the first Interest
      Payment  Date  shall be May 18, 2005; provided further that after May  18,
      2005,  if there is no existing Default in the payment of interest, and  if
      this  Note is authenticated between a record date referred to on the  face
      hereof  and  the  next  succeeding  Interest Payment Date, interest  shall
      accrue from such next succeeding Interest Payment Date.

            (2)  METHOD  OF PAYMENT. The Company will pay interest on the  Notes
      (except  defaulted interest) and Special Interest, if any, to the  Persons
      who  are  registered Holders of Notes at the close of business on the  day
      that  is  15  days  prior  to  the  next succeeding Interest Payment  Date
      (whether  or  not  such  day  is  a Business Day), even if such Notes  are
      canceled  after  such  record date and on or before such Interest  Payment
      Date, except as provided in Section 2.13 of the Indenture with respect  to
      defaulted  interest.  The Notes will be payable as to principal,  interest
      and  Special  Interest,  if  any,  at the office or agency of the  Company
      maintained  for  such  purpose  in the Borough of Manhattan, the City  and
      State  of  New  York (or, if the Company fails to maintain such office  or
      agency, at the corporate trust office of the trustee in New York, New York
      or  if the trustee does not maintain an office in New York, at the  office
      of a paying agent in New York), or, at the option of the Company,  payment
      of  interest and Special Interest, if any, may be made by check mailed  to
      the  Holders  at  their  addresses  set forth in the register of  Holders;
      provided that payment by wire transfer of immediately available funds will
      be  required  with  respect  to  principal  of  and  interest and  Special
      Interest,  if  any,  on,  all  Global  Securities and all other Notes  the
      Holders  of  which  will  have provided wire transfer instructions to  the
      Company  or the Paying Agent. Such payment will be in the currency of  the
      United States of America.

                                       3


            (3)  PAYING  AGENT  AND  REGISTRAR. Initially, JPMorgan Chase  Bank,
      N.A.,  the  Trustee  under  the  Indenture,  will act as Paying Agent  and
      Registrar.  The  Company may change any Paying Agent or Registrar  without
      notice  to  any Holder. The Company or any of its Subsidiaries may act  in
      any such capacity.

            (4)  INDENTURE.  The terms of the Notes include those stated in  the
      Indenture  and  those  made  part  of  the  Indenture  by  the   Officers'
      Certificate  dated  November  18,  2004  delivered  pursuant thereto  (the
      "Officers'  Certificate")  and the TIA. The Notes are subject to all  such
      terms,  and  the  Holders are referred to the Indenture and the TIA for  a
      statement of them.

            (5) OPTIONAL REDEMPTION. At any time prior to maturity, the  Company
      will  have  the option to redeem all or a part of the Notes upon not  less
      than 30 nor more than 60 days' notice, at a redemption price equal to  the
      sum  of (1) 100% of the principal amount of any notes being redeemed  plus
      accrued  and  unpaid interest to, but not including, the redemption  date,
      and (2) the Make-Whole Amount. Unless the Company defaults in the  payment
      of  the  redemption  price, interest will cease to accrue on the Notes  or
      portions thereof called for redemption on the applicable redemption  date.

            (6)  MANDATORY  REDEMPTION.  The  Company  is  not required to  make
      mandatory  redemption or sinking fund payments with respect to the  Notes.

            (7)  NOTICE  OF  REDEMPTION. Notice of redemption will be mailed  at
      least 30 days but not more than 60 days before the redemption date to each
      Holder  whose  Notes are to be redeemed at its registered address,  except
      that  redemption  notices  may  be  mailed  more  than 60 days prior to  a
      redemption date if the notice is issued in connection with a defeasance of
      the  Notes  or  a  satisfaction  or  discharge of the Indenture. Notes  in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples  of  $1,000, unless all of the Notes held by a Holder are to  be
      redeemed.

            (8) DEFEASANCE PRIOR TO MATURITY. The Indenture contains  provisions
      for defeasance of (i) the entire indebtedness of the Notes or (ii) certain
      covenants  and  Events of Default with respect to the Notes, in each  case
      upon compliance with certain conditions set forth therein.

            (9)   RESTRICTIVE   COVENANTS.  The  Indenture  and  the   Officers'
      Certificate   impose   certain  limitations  on  the  Company's  and   its
      Subsidiaries', including limitations on the Company's and its subsidiaries
      ability  to  create  or  incur  certain  Liens on any of their  respective
      properties  or  assets  and  to  enter  into  certain sale and  lease-back
      transactions  and  on  the  Company's  ability  to  engage  in mergers  or
      consolidations   or   the   conveyance,  transfer  or  lease  of  all   or
      substantially  all  of  its  properties and assets. These limitations  are
      subject  to  a  number  of  important  qualifications  and exceptions  and
      reference  is  made  to the Indenture and the Officers' Certificate for  a
      description thereof.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in  registered
      form without coupons in denominations of $1,000 and integral multiples  of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require  a
      Holder,  among  other  things,  to  furnish  appropriate endorsements  and
      transfer  documents and the Company may require a Holder to pay any  taxes
      and  fees required by law or permitted by the Indenture. The Company  need
      not  exchange  or  register the transfer of any Note or portion of a  Note
      selected  for  redemption,  except for the unredeemed portion of any  Note
      being  redeemed  in part. Also, the Company need not exchange or  register
      the transfer of

                                       4


      any  Notes  for  a  period  of  15 days before a selection of Notes to  be
      redeemed or during the period between a record date and the  corresponding
      Interest Payment Date.

            (11)  PERSONS DEEMED OWNERS. The registered Holder of a Note may  be
      treated as its owner for all purposes.

            (12)   AMENDMENT,   SUPPLEMENT   AND  WAIVER.  Subject  to   certain
      exceptions, the Indenture or the Notes may be amended or supplemented with
      the  consent of the Holders of at least a majority in aggregate  principal
      amount  of  the  then outstanding Notes voting as a single class, and  any
      existing  Default or Event or Default or compliance with any provision  of
      the  Indenture or the Notes may be waived with the consent of the  Holders
      of a majority in aggregate principal amount of the then outstanding  Notes
      voting as a single class. Without the consent of any Holder of a Note, the
      Indenture  or  the  Notes  may  be  amended  or  supplemented to cure  any
      ambiguity, defect or inconsistency, to provide for uncertificated Notes in
      addition  to  or  in place of certificated Notes, to make any change  that
      would  not  adversely  affect the legal rights under the Indenture of  any
      such  Holder,  to  provide  for  the  issuance of any additional notes  as
      permitted by the Indenture, to appoint a successor trustee with respect to
      the  notes and to add to or change any of the provisions of the  Indenture
      necessary to provide for the administration of the trusts in the indenture
      by more than one trustee, or to comply with the requirements of the SEC in
      order  to effect or maintain the qualification of the Indenture under  the
      TIA.

            (13)  DEFAULTS AND REMEDIES. If an Event of Default shall occur  and
      be continuing, the principal of the Notes may be declared (or, in  certain
      cases, shall ipso facto become) due and payable in the manner and with the
      effect provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture,
      in  its individual or any other capacity, may deal with the Company or  an
      Affiliate of the Company with the same rights it would have if it were not
      Trustee.

            (15)  NO  RECOURSE AGAINST OTHERS. A director, officer, employee  or
      stockholder  of  the  Company  shall  not  have  any  liability  for   any
      obligations  of  the  Company under the Notes or the Indenture or for  any
      claim based on, in respect of, or by reason of, such obligations or  their
      creation.  Each  Holder  by accepting a Note waives and releases all  such
      liability.  The  waiver and release are part of the consideration for  the
      issuance of the Notes.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (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 Gifts to Minors Act).

            (18)  REGISTRATION  RIGHTS  OF  HOLDERS.  In addition to the  rights
      provided  to  Holders of Notes under the Indenture, Holders of  restricted
      Notes  will  have  all  the  rights  set forth in the Registration  Rights
      Agreement,  dated  as  of  November 18, 2004, between the Company and  the
      other  parties  named  on  the signature pages thereof (the  "Registration
      Rights Agreement").

            (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 Notes, and the Trustee may  use
      CUSIP numbers in notices of redemption as a

                                       5


      convenience  to  Holders. No representation is made as to the accuracy  of
      such numbers either as printed on the Notes or as contained in any  notice
      of redemption, and reliance may be placed only on the other identification
      numbers placed thereon.

            (20)  GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK  WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT  GIVING
      EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
      APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      The  Company  will furnish to any Holder upon written request and  without
charge  a  copy  of  the  Indenture  and/or  the Registration Rights  Agreement.
Requests may be made to:

                                   Amgen Inc.
                             One Amgen Center Drive
                          Thousand Oaks, CA 91320-1799
                          Attention: Investor Relations

                                       6


                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

_______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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

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

Date: _______________

                                    Your Signature: ___________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                       7

                                                                     EXHIBIT 4.4


                                 [Face of Note]

                                                          CUSIP/CINS ___________

                           4.85% Senior Notes due 2014

No. ___                                                            $____________

                                   AMGEN INC.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of _____________________ on November 18, 2014.

Interest Payment Dates: May 18 and November 18

Record Dates: 15th day prior to May 18 and November 18

Dated: November 18, 2004

                                               AMGEN INC.

                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

JPMorgan Chase Bank, N.A.,
  as Trustee

By:
    -----------------------------
         Authorized Officer

                                       1


                                 [Back of Note]
                           4.85% SENIOR NOTES DUE 2014

[GLOBAL LEGEND]

      THIS  SECURITY  IS  A GLOBAL SECURITY WITHIN THE MEANING OF THE  INDENTURE
HEREINAFTER  REFERRED  TO  AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR  A
NOMINEE  OF  THE  DEPOSITORY.  THIS  SECURITY  IS  EXCHANGEABLE  FOR  SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN  THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN  THE  INDENTURE,  AND MAY NOT  BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE  DEPOSITORY,
BY  A  NOMINEE  OF  THE  DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF  THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.

[TRANSFER RESTRICTED LEGEND]

      THIS  NOTE  HAS  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS
AMENDED  (THE  "SECURITIES  ACT"),  AND ACCORDINGLY, MAY NOT BE OFFERED OR  SOLD
WITHIN  THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS
EXCEPT  AS  SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,  THE
HOLDER  (I)  REPRESENTS  THAT  (A)  IT IS A "QUALIFIED INSTITUTIONAL BUYER"  (AS
DEFINED  IN  RULE  144A UNDER THE SECURITIES ACT) OR (B) IT IS AN  INSTITUTIONAL
"ACCREDITED  INVESTOR"  (AS  DEFINED  IN  RULE  501(A)(1),  (2),  (3) OR (7)  OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED  INVESTOR")
OR  (C)  IT  IS  NOT  A  U.S.  PERSON AND IS ACQUIRING THIS NOTE IN AN  OFFSHORE
TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN  COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,  WITHIN
THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT
ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT  (A)  TO  THE  ISSUER  OR  ANY  SUBSIDIARY  THEREOF,  (B) TO A  QUALIFIED
INSTITUTIONAL  BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,  (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR  TO
SUCH  TRANSFER,  FURNISHES  TO  THE  TRUSTEE A SIGNED LETTER CONTAINING  CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF  THIS
NOTE  (THE  FORM  OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF  SUCH
TRANSFER  IS  IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS  THAN
$100,000,  AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER  IS
IN  COMPLIANCE  WITH  THE  SECURITIES  ACT, (D) OUTSIDE THE UNITED STATES IN  AN
OFFSHORE  TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,  (E)
PURSUANT  TO  THE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES  ACT
(IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER  THE
SECURITIES  ACT  AND  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE  SECURITIES
LAWS  OF  ANY  STATE OF THE UNITED STATES. PRIOR TO ANY TRANSFER, THE HOLDER  OF
THIS  SECURITY  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE  IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS

                                       2


LEGEND.  IN  CONNECTION  WITH  ANY TRANSFER OF THIS NOTE WITHIN THE TIME  PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AFTER THE ORIGINAL  ISSUANCE
OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF  RELATING  TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE  TO
THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED  INVESTOR
OR  A  NON-U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO  THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS  BEING
MADE  PURSUANT  TO  AN  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,  THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT. AS USED HEREIN, THE  TERMS
"OFFSHORE  TRANSACTION."  "UNITED  STATES"  AND "U.S. PERSON" HAVE THE  MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS  NOTE
IN VIOLATION OF THE FOREGOING RESTRICTION.

      Capitalized  terms  used herein have the meanings assigned to them in  the
Indenture referred to below unless otherwise indicated.

            (1)  INTEREST.  Amgen Inc., a Delaware corporation (the  "Company"),
      promises to pay interest on the principal amount of this Note at 4.85% per
      annum  from  November  18,  2004 until maturity and shall pay the  Special
      Interest  (as  defined  in  the  Registration  Rights Agreement), if  any,
      payable  pursuant  to  Section  4  of  the  Registration Rights  Agreement
      referred to below. The Company will pay interest and Special Interest,  if
      any,  semi-annually in arrears on May 18 and November 18 of each year,  or
      if any such day is not a Business Day, on the next succeeding Business Day
      (each, an "Interest Payment Date"). Interest on the Notes will accrue from
      the  most  recent date to which interest has been paid or, if no  interest
      has been paid, from the date of issuance; provided that the first Interest
      Payment  Date  shall be May 18, 2005; provided further that after May  18,
      2005,  if there is no existing Default in the payment of interest, and  if
      this  Note is authenticated between a record date referred to on the  face
      hereof  and  the  next  succeeding  Interest Payment Date, interest  shall
      accrue from such next succeeding Interest Payment Date.

            (2)  METHOD  OF PAYMENT. The Company will pay interest on the  Notes
      (except  defaulted interest) and Special Interest, if any, to the  Persons
      who  are  registered Holders of Notes at the close of business on the  day
      that  is  15  days  prior  to  the  next succeeding Interest Payment  Date
      (whether  or  not  such  day  is  a Business Day), even if such Notes  are
      canceled  after  such  record date and on or before such Interest  Payment
      Date, except as provided in Section 2.13 of the Indenture with respect  to
      defaulted  interest.  The Notes will be payable as to principal,  interest
      and  Special  Interest,  if  any,  at the office or agency of the  Company
      maintained  for  such  purpose  in the Borough of Manhattan, the City  and
      State  of  New  York (or, if the Company fails to maintain such office  or
      agency, at the corporate trust office of the trustee in New York, New York
      or  if the trustee does not maintain an office in New York, at the  office
      of a paying agent in New York), or, at the option of the Company,  payment
      of  interest and Special Interest, if any, may be made by check mailed  to
      the  Holders  at  their  addresses  set forth in the register of  Holders;
      provided that payment by wire transfer of immediately available funds will
      be  required  with  respect  to  principal  of  and  interest and  Special
      Interest,  if  any,  on,  all  Global  Securities and all other Notes  the
      Holders  of  which  will  have provided wire transfer instructions to  the
      Company  or the Paying Agent. Such payment will be in the currency of  the
      United States of America.

                                       3


            (3)  PAYING  AGENT  AND  REGISTRAR. Initially, JPMorgan Chase  Bank,
      N.A.,  the  Trustee  under  the  Indenture,  will act as Paying Agent  and
      Registrar.  The  Company may change any Paying Agent or Registrar  without
      notice  to  any Holder. The Company or any of its Subsidiaries may act  in
      any such capacity.

            (4)  INDENTURE.  The terms of the Notes include those stated in  the
      Indenture  and  those  made  part  of  the  Indenture  by  the   Officers'
      Certificate  dated  November  18,  2004  delivered  pursuant thereto  (the
      "Officers'  Certificate")  and the TIA. The Notes are subject to all  such
      terms,  and  the  Holders are referred to the Indenture and the TIA for  a
      statement of them.

            (5) OPTIONAL REDEMPTION. At any time prior to maturity, the  Company
      will  have  the option to redeem all or a part of the Notes upon not  less
      than 30 nor more than 60 days' notice, at a redemption price equal to  the
      sum  of (1) 100% of the principal amount of any notes being redeemed  plus
      accrued  and  unpaid interest to, but not including, the redemption  date,
      and (2) the Make-Whole Amount. Unless the Company defaults in the  payment
      of  the  redemption  price, interest will cease to accrue on the Notes  or
      portions thereof called for redemption on the applicable redemption  date.

            (6)  MANDATORY  REDEMPTION.  The  Company  is  not required to  make
      mandatory  redemption or sinking fund payments with respect to the  Notes.

            (7)  NOTICE  OF  REDEMPTION. Notice of redemption will be mailed  at
      least 30 days but not more than 60 days before the redemption date to each
      Holder  whose  Notes are to be redeemed at its registered address,  except
      that  redemption  notices  may  be  mailed  more  than 60 days prior to  a
      redemption date if the notice is issued in connection with a defeasance of
      the  Notes  or  a  satisfaction  or  discharge of the Indenture. Notes  in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples  of  $1,000, unless all of the Notes held by a Holder are to  be
      redeemed.

            (8) DEFEASANCE PRIOR TO MATURITY. The Indenture contains  provisions
      for defeasance of (i) the entire indebtedness of the Notes or (ii) certain
      covenants  and  Events of Default with respect to the Notes, in each  case
      upon compliance with certain conditions set forth therein.

            (9)   RESTRICTIVE   COVENANTS.  The  Indenture  and  the   Officers'
      Certificate   impose   certain  limitations  on  the  Company's  and   its
      Subsidiaries', including limitations on the Company's and its subsidiaries
      ability  to  create  or  incur  certain  Liens on any of their  respective
      properties  or  assets  and  to  enter  into  certain sale and  lease-back
      transactions  and  on  the  Company's  ability  to  engage  in mergers  or
      consolidations   or   the   conveyance,  transfer  or  lease  of  all   or
      substantially  all  of  its  properties and assets. These limitations  are
      subject  to  a  number  of  important  qualifications  and exceptions  and
      reference  is  made  to the Indenture and the Officers' Certificate for  a
      description thereof.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in  registered
      form without coupons in denominations of $1,000 and integral multiples  of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require  a
      Holder,  among  other  things,  to  furnish  appropriate endorsements  and
      transfer  documents and the Company may require a Holder to pay any  taxes
      and  fees required by law or permitted by the Indenture. The Company  need
      not  exchange  or  register the transfer of any Note or portion of a  Note
      selected  for  redemption,  except for the unredeemed portion of any  Note
      being  redeemed  in part. Also, the Company need not exchange or  register
      the transfer of

                                       4


      any  Notes  for  a  period  of  15 days before a selection of Notes to  be
      redeemed or during the period between a record date and the  corresponding
      Interest Payment Date.

            (11)  PERSONS DEEMED OWNERS. The registered Holder of a Note may  be
      treated as its owner for all purposes.

            (12)   AMENDMENT,   SUPPLEMENT   AND  WAIVER.  Subject  to   certain
      exceptions, the Indenture or the Notes may be amended or supplemented with
      the  consent of the Holders of at least a majority in aggregate  principal
      amount  of  the  then outstanding Notes voting as a single class, and  any
      existing  Default or Event or Default or compliance with any provision  of
      the  Indenture or the Notes may be waived with the consent of the  Holders
      of a majority in aggregate principal amount of the then outstanding  Notes
      voting as a single class. Without the consent of any Holder of a Note, the
      Indenture  or  the  Notes  may  be  amended  or  supplemented to cure  any
      ambiguity, defect or inconsistency, to provide for uncertificated Notes in
      addition  to  or  in place of certificated Notes, to make any change  that
      would  not  adversely  affect the legal rights under the Indenture of  any
      such  Holder,  to  provide  for  the  issuance of any additional notes  as
      permitted by the Indenture, to appoint a successor trustee with respect to
      the  notes and to add to or change any of the provisions of the  Indenture
      necessary to provide for the administration of the trusts in the indenture
      by more than one trustee, or to comply with the requirements of the SEC in
      order  to effect or maintain the qualification of the Indenture under  the
      TIA.

            (13)  DEFAULTS AND REMEDIES. If an Event of Default shall occur  and
      be continuing, the principal of the Notes may be declared (or, in  certain
      cases, shall ipso facto become) due and payable in the manner and with the
      effect provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture,
      in  its individual or any other capacity, may deal with the Company or  an
      Affiliate of the Company with the same rights it would have if it were not
      Trustee.

            (15)  NO  RECOURSE AGAINST OTHERS. A director, officer, employee  or
      stockholder  of  the  Company  shall  not  have  any  liability  for   any
      obligations  of  the  Company under the Notes or the Indenture or for  any
      claim based on, in respect of, or by reason of, such obligations or  their
      creation.  Each  Holder  by accepting a Note waives and releases all  such
      liability.  The  waiver and release are part of the consideration for  the
      issuance of the Notes.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (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 Gifts to Minors Act).

            (18)  REGISTRATION  RIGHTS  OF  HOLDERS.  In addition to the  rights
      provided  to  Holders of Notes under the Indenture, Holders of  restricted
      Notes  will  have  all  the  rights  set forth in the Registration  Rights
      Agreement,  dated  as  of  November 18, 2004, between the Company and  the
      other  parties  named  on  the signature pages thereof (the  "Registration
      Rights Agreement").

            (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 Notes, and the Trustee may  use
      CUSIP numbers in notices of redemption as a

                                       5


      convenience  to  Holders. No representation is made as to the accuracy  of
      such numbers either as printed on the Notes or as contained in any  notice
      of redemption, and reliance may be placed only on the other identification
      numbers placed thereon.

            (20)  GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK  WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT  GIVING
      EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
      APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      The  Company  will furnish to any Holder upon written request and  without
charge  a  copy  of  the  Indenture  and/or  the Registration Rights  Agreement.
Requests may be made to:

                                   Amgen Inc.
                             One Amgen Center Drive
                          Thousand Oaks, CA 91320-1799
                          Attention: Investor Relations

                                       6


                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _________________________________
                                               (Insert assignee's legal name)

_______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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

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

Date:  _______________

                               Your Signature: ________________________________
                                          (Sign exactly as your name appears on
                                           the face of this Note)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                       7

                                                                    EXHIBIT 4.5

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                                     between

                                   AMGEN INC.

                                       and

                        MORGAN STANLEY & CO. INCORPORATED
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Dated as of November 18, 2004



                          REGISTRATION RIGHTS AGREEMENT

            This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of
November 18, 2004, is entered into by and between AMGEN INC., a Delaware
corporation (the "COMPANY"), and MORGAN STANLEY & CO. INCORPORATED and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, acting on behalf of the several
parties named in Schedule I (the "INITIAL PURCHASERS") to the Purchase Agreement
(as defined below).

            This Agreement is made pursuant to the Purchase Agreement, dated as
of November 15, 2004, between the Company and the Initial Purchasers (the
"PURCHASE AGREEMENT"), which provides for the sale by the Company to the Initial
Purchasers of (i) an aggregate of $1,000,000,000 principal amount of the
Company's 4.00% Senior Notes Due 2009 (the "2009 NOTES") and (ii) an aggregate
of $1,000,000,000 principal amount of the Company's 4.85% Senior Notes Due 2014
(the "2014 NOTES" and, together with the 2009 Notes, the "SECURITIES"). In order
to induce the Initial Purchasers to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

            In consideration of the foregoing, the parties agree as follows:

            1. Definitions.

            As used in this Agreement, the following capitalized defined terms
have the following meanings:

            "1933 ACT" means the Securities Act of 1933, as amended.

            "1934 ACT" means the Securities Exchange Act of 1934, as amended.

            "AGREEMENT" has the meaning set forth in the preamble.

            "BUSINESS DAY" means any day, other than a Saturday or Sunday, that
      is not a day on which banking institutions in the Borough of Manhattan,
      City of New York, are authorized or required by law, regulation or
      executive order to close.

            "CLOSING DATE" means the Closing Date as defined in the Purchase
      Agreement.

            "COMPANY" has the meaning set forth in the preamble and includes the
      Company's successors.

                                       1


            "EXPIRATION DATE" has the meaning set forth in Section 2(a)(ii).

            "EXCHANGE OFFER" means the exchange offer by the Company of Exchange
      Securities for Registrable Securities pursuant to Section 2(a).

            "EXCHANGE OFFER REGISTRATION" means a registration under the 1933
      Act effected pursuant to Section 2(a).

            "EXCHANGE OFFER REGISTRATION STATEMENT" means an exchange offer
      registration statement on Form S-4 (or, if applicable, on another
      appropriate form) and all amendments and supplements to such registration
      statement, in each case including the Prospectus contained therein, all
      exhibits thereto and all materials incorporated by reference therein.

            "EXCHANGE SECURITIES" means securities issued by the Company under
      the Indenture containing terms identical to the Securities (except that
      (i) interest thereon shall accrue from the last date on which interest was
      paid on the Securities or, if no such interest has been paid, from
      November 18, 2004, and (ii) the Exchange Securities will not contain
      restrictions on transfer) and to be offered to Holders of Securities in
      exchange for Securities pursuant to the Exchange Offer.

            "HOLDER" means a Person who owns, beneficially or of record,
      Registrable Securities. It is understood and agreed that it is currently
      contemplated that the Securities and the Exchange Securities will
      initially be issued in global form and that, until such time, if any, as
      certificates are issued therefor, the only registered holder of the
      Securities and the Exchange Securities will be the nominee of The
      Depository Trust Company.

            "INDENTURE" means the Indenture, dated as of August 4, 2003, between
      the Company and JPMorgan Chase Bank, N.A., as trustee, as the same may be
      amended from time to time in accordance with the terms thereof.

            "INITIAL PURCHASERS" has the meaning set forth in the preamble.

            "MAJORITY HOLDERS" means the Holders of a majority of the aggregate
      principal amount of outstanding Registrable Securities; provided, however,
      that whenever the consent or approval of Holders of a specified percentage
      of Registrable Securities is required hereunder, Registrable Securities
      held by the Company or any of its affiliates (as such term is defined in
      Rule 405 under the 1933 Act) (other than the Initial Purchasers or
      subsequent Holders of Registrable Securities, if such subsequent Holders
      are deemed to be affiliates solely by reason of their holding of such
      Registrable Securities) shall not be counted in determining whether such
      consent or approval was given by the Holders of such required percentage
      or amount.

            "PARTICIPATING BROKER-DEALER" means any broker-dealer that receives
      Exchange

                                       2


      Securities for its own account in the Exchange Offer in exchange for
      Securities that were acquired by such broker-dealer as a result of
      market-making or other trading activities.

            "PERSON" means an individual, partnership, limited liability
      company, corporation, trust or unincorporated organization, or a
      government or agency or political subdivision thereof.

            "PROSPECTUS" means the prospectus included in a Registration
      Statement, including any preliminary prospectus, and any such prospectus
      as amended or supplemented by any prospectus supplement, including a
      prospectus supplement with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Shelf Registration
      Statement, and by all other amendments and supplements to such prospectus,
      and in each case including all material incorporated by reference therein.

            "PURCHASE AGREEMENT" has the meaning set forth in the preamble.

            "REGISTRABLE SECURITIES" means the Securities; provided, however,
      that Securities shall cease to be Registrable Securities (i) when a
      Registration Statement with respect to such Securities has been declared
      effective under the 1933 Act and such Securities have been disposed of
      pursuant to such Registration Statement, (ii) when such Securities have
      been exchanged for Exchange Securities that may be resold to the public
      without complying with the prospectus delivery requirements of the 1933
      Act in an Exchange Offer as contemplated pursuant to Section 2(a) hereof
      (provided that any Exchange Security that, pursuant to the last sentence
      of Section 2(a), is included in a prospectus for use in connection with
      resales by Participating Broker-Dealers shall be deemed to be a
      Registrable Security with respect to Sections 3, 5 and 6 until resale of
      such Registrable Securities have been effected within the Resale Period,
      (iii) when such Securities have been sold to the public pursuant to Rule
      144 or are saleable to the public pursuant to Rule 144(k) (or any similar
      provision then in force, but not Rule 144A) under the 1933 Act or (iv)
      when such Securities have ceased to be outstanding.

            "REGISTRATION DEFAULT" has the meaning set forth in Section 4(a).

            "REGISTRATION EXPENSES" means any and all expenses incident to the
      performance of or compliance by the Company with this Agreement, including
      without limitation: (i) all SEC or National Association of Securities
      Dealers, Inc. registration and filing fees, (ii) all fees and expenses
      incurred in connection with compliance with state securities or blue sky
      laws (including reasonable and documented fees and disbursements of one
      counsel for any Underwriters or Holders in connection with blue sky
      qualification of any of the Exchange Securities or Registrable
      Securities), (iii) all expenses of any Persons in preparing or assisting
      in preparing, word processing, printing and distributing any Registration
      Statement, any Prospectus, any amendments or supplements thereto, any
      underwriting agreements, securities sales agreements and other documents
      relating to the performance of and compliance with this Agreement, (iv)
      all rating agency fees, (v) all

                                       3


      fees and disbursements relating to the qualification of the Indenture
      under applicable securities laws, (vi) the fees and disbursements of the
      Trustee and its counsel, (vii) the fees and disbursements of counsel for
      the Company and, in the case of a Shelf Registration Statement, the
      reasonable and documented fees and disbursements of one counsel for the
      Holders (which counsel shall be selected by the Majority Holders and which
      counsel may also be counsel for the Initial Purchasers) and (viii) the
      fees and disbursements of the independent public accountants of the
      Company, including the expenses of any special audits or "cold comfort"
      letters required by or incident to such performance and compliance, but
      excluding fees and expenses of counsel to the Underwriters (other than
      fees and expenses set forth in clause (ii) above) or the Holders and
      underwriting discounts and commissions and transfer taxes, if any,
      relating to the sale or disposition of Registrable Securities by a Holder.

            "REGISTRATION STATEMENT" means any registration statement of the
      Company that covers any of the Exchange Securities or Registrable
      Securities pursuant to the provisions of this Agreement and all amendments
      and supplements to any such Registration Statement, including
      post-effective amendments, in each case including the Prospectus contained
      therein, all exhibits thereto and all material incorporated by reference
      therein.

            "RESALE PERIOD" has the meaning set forth in Section 2(a).

            "SEC" means the Securities and Exchange Commission.

            "SECURITIES" has the meaning set forth in the preamble.

            "SHELF REGISTRATION" means a registration effected pursuant to
      Section 2(b).

            "SHELF REGISTRATION STATEMENT" means a "shelf" registration
      statement of the Company pursuant to the provisions of Section 2(b) which
      covers all of the Registrable Securities (but no other securities unless
      approved by the Holders whose Registrable Securities are covered by such
      Shelf Registration Statement) on an appropriate form under Rule 415 under
      the 1933 Act, or any similar rule that may be adopted by the SEC, and all
      amendments and supplements to such registration statement, including
      post-effective amendments, in each case including the Prospectus contained
      therein, all exhibits thereto and all material incorporated by reference
      therein.

            "SPECIAL INTEREST" has the meaning set forth in Section 4(a).

            "TIA" means the Trust Indenture Act of 1939, as amended.

            "TRUSTEE" means the trustee with respect to the Securities under the
      Indenture.

            "UNDERWRITER" has the meaning set forth in Section 3.

                                       4


            "UNDERWRITTEN OFFERING" means a registration in which Registrable
      Securities are sold to an Underwriter for reoffering to the public.

            2. Registration Under the 1933 Act.

            (a) To the extent not prohibited by any applicable law or applicable
interpretation of the staff of the SEC, the Company shall prepare and, not later
than 180 days following the Closing Date (or if such 180th day is not a Business
Day, the next succeeding Business Day), shall use its reasonable efforts to file
with the SEC the Exchange Offer Registration Statement with respect to the
Exchange Offer. The Company shall use its reasonable efforts to (i) cause the
Exchange Offer Registration Statement to become effective under the 1933 Act
within 270 days of the Closing Date (or if such 270th day is not a Business Day,
the next succeeding Business Day) and (ii) consummate the Exchange Offer within
310 days of the Closing Date (or if such 310th day is not a Business Day, the
next succeeding Business Day).

      Upon the effectiveness of the Exchange Offer Registration Statement, the
Company shall promptly commence the Exchange Offer by delivering the related
exchange offer Prospectus and accompanying documents, if any, to each Holder
stating, in addition to such other disclosures as are required by applicable
law:

        (i) that the Exchange Offer is being made pursuant to this Registration
      Rights Agreement and that all Registrable Securities validly tendered will
      be accepted for exchange;

        (ii) the expiration date for acceptance for exchange (which shall be a
      date at least 20 Business Days from the date such Prospectus is delivered,
      and which may be extended by the Company from time to time pursuant to the
      procedures set forth in such Prospectus) (the "EXPIRATION Date");

        (iii) that any Registrable Security not tendered will remain outstanding
      and continue to accrue interest, but will not retain any rights under this
      Registration Rights Agreement;

        (iv) that Holders electing to have a Registrable Security exchanged
      pursuant to the Exchange Offer will be required to surrender such
      Registrable Security, together with the enclosed letters of transmittal,
      if any, to the institution and at the address specified in the notice
      prior to the close of business on the Expiration Date; and

        (v) that Holders will be entitled to withdraw their election, not later
      than the close of business on the Expiration Date, by sending to the
      institution and at the address specified in such Prospectus a written or
      facsimile notice of withdrawal setting forth the name of such Holder, the
      principal amount of Registrable Securities delivered for exchange and a
      statement that such Holder is withdrawing its election to have such

                                       5


      Securities exchanged.

             As soon as reasonably practicable after the Expiration Date, the
      Company shall:

        (i) accept for exchange Registrable Securities or portions thereof
      tendered and not validly withdrawn pursuant to the Exchange Offer; and

        (ii) deliver, or cause to be delivered, to the Trustee for cancellation
      all Registrable Securities or portions thereof so accepted for exchange by
      the Company and issue, and cause the Trustee to promptly authenticate and
      deliver to each Holder, an Exchange Security equal in principal amount to
      the principal amount of the Registrable Securities surrendered by such
      Holder.

The Company shall use its reasonable efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the staff of the SEC.

      The Company agrees (x) to include in the Exchange Offer Registration
Statement a prospectus for use in any resales by any holder of Exchange
Securities that is a Participating Broker-Dealer and (y) to use reasonable
efforts to keep such Exchange Offer Registration Statement effective for a
period of 90 days after the Expiration Date (as such period may be extended
pursuant to the penultimate paragraph of Section 3 of this Agreement) (the
"RESALE Period").

      (b) In the event that (i) the Company determines that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be
consummated within a reasonable period of time after the Expiration Date because
it would violate applicable law or the applicable interpretations of the staff
of the SEC, (ii) the Exchange Offer is not for any other reason consummated
within 310 days of the Closing Date or (iii) the Exchange Offer has been
completed and in the opinion of counsel for the Initial Purchasers, in a form
reasonably satisfactory to the Company, a Registration Statement must be filed
and a Prospectus must be delivered by the Initial Purchasers in connection with
any offering or sale of Registrable Securities, the Company shall use its
reasonable efforts to cause to be filed as soon as practicable after such
determination, date or notice of such opinion of counsel is given to the
Company, as the case may be, a Shelf Registration Statement providing for the
sale by the Holders of all of the Registrable Securities and shall use its
reasonable efforts to have such Shelf Registration Statement declared effective
by the SEC, provided, that, in no event shall the Company be required to file or
cause to be declared effective such Shelf Registration Statement before the date
on which it is required to file or cause to be declared effective, as
applicable, the Exchange Offer Registration Statement pursuant to Section 2(a).
In the event the Company is required to file a Shelf Registration Statement
solely as a result of the matters referred to in clause (iii) of the preceding
sentence, the Company shall file and use its reasonable efforts to have declared

                                       6


effective by the SEC both an Exchange Offer Registration Statement pursuant to
Section 2(a) with respect to all Registrable Securities and a Shelf Registration
Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable
Securities held by the Initial Purchasers after completion of the Exchange
Offer. The Company agrees to use its reasonable efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period
referred to in Rule 144(k) with respect to the Registrable Securities or such
shorter period that will terminate when all of the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement. The Company further agrees to supplement or amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement, by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use its
reasonable efforts to cause any such amendment to become effective and such
Shelf Registration Statement to become usable as soon as reasonably practicable
thereafter. The Company agrees to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.

      (c) The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay
all underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder's Registrable Securities pursuant to
the Shelf Registration Statement.

      (d) Without limiting the remedies available to the Initial Purchasers and
the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Section 2(a) and Section
2(b).

            3. Registration Procedures.

            In connection with the obligations of the Company with respect to
the Registration Statements pursuant to Section 2(a) and Section 2(b), the
Company shall:

            (a) prepare and file with the SEC a Registration Statement on the
      appropriate form under the 1933 Act, which form (x) shall be selected by
      the Company and (y) shall, in the case of a Shelf Registration, be
      available for the sale of the Registrable Securities by the selling
      Holders thereof and (z) shall comply as to form in all material respects
      with the requirements of the applicable form and include all financial
      statements required by the SEC to be filed therewith, and use its
      reasonable efforts to cause such Registration Statement to become
      effective and remain effective in accordance with Section 2;

                                       7


            (b) prepare and file with the SEC such amendments and post-effective
      amendments to each Registration Statement as may be necessary to keep such
      Registration Statement effective for the applicable period and cause each
      Prospectus to be supplemented by any required prospectus supplement and,
      as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act;
      to keep each Prospectus current during the period described under Section
      4(3) and Rule 174 under the 1933 Act that is applicable to transactions by
      brokers or dealers with respect to the Registrable Securities or Exchange
      Securities;

            (c) in the case of a Shelf Registration, furnish to each selling
      Holder of Registrable Securities, to counsel for the Initial Purchasers,
      to counsel for the Holders and to each Underwriter of an Underwritten
      Offering of Registrable Securities, if any, without charge, as many copies
      of each Prospectus, including each preliminary Prospectus, and any
      amendment or supplement thereto and such other documents as such Holder or
      Underwriter may reasonably request, in order to facilitate the public sale
      or other disposition of the Registrable Securities; and the Company
      consents to the use of such Prospectus and any amendment or supplement
      thereto in accordance with applicable law by each of the selling Holders
      of Registrable Securities and any such Underwriters in connection with the
      offering and sale of the Registrable Securities covered by and in the
      manner described in such Prospectus or any amendment or supplement thereto
      in accordance with applicable law;

            (d) use its reasonable efforts to register or qualify the
      Registrable Securities under all applicable state securities or "blue sky"
      laws of such jurisdictions as any Holder of Registrable Securities covered
      by a Registration Statement shall reasonably request in writing by the
      time the applicable Registration Statement is declared effective by the
      SEC, to cooperate with reasonable requests by such Holders in connection
      with any filings required to be made with the National Association of
      Securities Dealers, Inc. and do any and all other acts and things which
      may be reasonably necessary to enable such Holder to consummate the
      disposition in each such jurisdiction of such Registrable Securities owned
      by such Holder; provided, however, that, without limiting the foregoing,
      the Company shall not be required to (i) qualify as a foreign corporation
      or as a dealer in securities in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(d), (ii) file any
      general consent to service of process, (iii) subject itself to taxation in
      any such jurisdiction if it is not so subject or (iv) make any changes to
      its certificate of incorporation or bylaws;

            (e) in the case of a Shelf Registration, notify each selling Holder
      of Registrable Securities, counsel for the Holders and counsel for the
      Initial Purchasers promptly (i) when a Registration Statement has become
      effective and when any post-effective amendment thereto has been filed and
      becomes effective, (ii) of any request by the SEC or any state securities
      authority for amendments and supplements to a Registration Statement and
      Prospectus or for additional information after the Registration

                                       8


      Statement has become effective, (iii) of the issuance by the SEC or any
      state securities authority of any stop order suspending the effectiveness
      of a Registration Statement or the initiation of any proceedings for that
      purpose, (iv) of the happening of any event during the period a Shelf
      Registration Statement is effective which makes any statement made in such
      Registration Statement or the related Prospectus untrue in any material
      respect or which requires the making of any changes in such Registration
      Statement or Prospectus in order to make the statements therein not
      misleading and (v) of any determination by the Company that a
      post-effective amendment to a Registration Statement would be required by
      applicable law;

            (f) make every reasonable effort to obtain the withdrawal of any
      order suspending the effectiveness of a Registration Statement at the
      earliest practicable date;

            (g) in the case of a Shelf Registration, furnish to each Holder of
      Registrable Securities upon written request therefor, without charge, one
      conformed copy of each Registration Statement and any post-effective
      amendment thereto (without documents incorporated therein by reference or
      exhibits thereto, unless requested);

            (h) in the case of a Shelf Registration, cooperate with the selling
      Holders of Registrable Securities to facilitate the timely preparation and
      delivery of certificates representing Registrable Securities to be sold
      and not bearing any restrictive legends and enable such Registrable
      Securities to be in such denominations (consistent with the provisions of
      the Indenture) and registered in such names as the selling Holders may
      reasonably request in writing at least five Business Days prior to the
      closing of any sale of Registrable Securities;

            (i) in the case of a Shelf Registration, upon the occurrence of any
      event contemplated by Section 3(e)(iv), use its reasonable efforts to
      prepare and file with the SEC a supplement or post-effective amendment to
      a Registration Statement or the related Prospectus or any document
      incorporated therein by reference or file any other required document so
      that, as thereafter delivered to the purchasers of the Registrable
      Securities, such Prospectus will not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading. The Company agrees to notify the selling Holders to
      suspend use of the Prospectus as promptly as reasonably practicable after
      the occurrence of such an event, and such Holders hereby agree to suspend
      use of the Prospectus until the Company has amended or supplemented the
      Prospectus to correct such misstatement or omission;

            (j) obtain a CUSIP number for all Exchange Securities or Registrable
      Securities, as the case may be, not later than the effective date of a
      Registration Statement;

            (k) cause the Indenture to be qualified under the TIA, in connection
      with the

                                       9


      registration of the Exchange Securities or Registrable Securities, as the
      case may be, cooperate with the Trustee and the Holders to effect such
      changes to the Indenture as may be required for the Indenture to be so
      qualified in accordance with the terms of the TIA and execute, and use its
      reasonable best efforts to cause the Trustee to execute, all documents as
      may be required to effect such changes and all other forms and documents
      required to be filed with the SEC to enable the Indenture to be so
      qualified in a timely manner;

            (l) in the case of a Shelf Registration, make available for
      inspection by any Underwriter participating in any disposition pursuant to
      such Shelf Registration Statement, and attorneys and accountants
      designated by such Underwriter, at reasonable times and in a reasonable
      manner, all financial and other records, pertinent documents and
      properties of the Company, and cause the respective officers, directors
      and employees of the Company to supply all information reasonably
      requested by any such Underwriter, attorney or accountant in connection
      with a Shelf Registration Statement;

            (m) if reasonably requested by any Holder of Registrable Securities
      covered by a Registration Statement, (i) as promptly as reasonably
      practicable incorporate in a Prospectus supplement or post-effective
      amendment such information with respect to such Holder as such Holder
      reasonably requests to be included therein and (ii) make all required
      filings of such Prospectus supplement or such post-effective amendment
      after the Company has received written notification of the matters to be
      incorporated in such filing, and, in the case of a post-effective
      amendment, use its reasonable best efforts to have the post-effective
      amendment declared effective; and

            (n) in the case of a Shelf Registration, enter into such customary
      underwriting agreements or similar agreements and take all such other
      customary actions in connection therewith as any selling Holders
      aggregating at least a majority of the Registrable Securities being sold
      may reasonably request in order to expedite or facilitate the disposition
      of such Registrable Securities including, but not limited to, pursuant to
      an Underwritten Offering and in such connection, (i) to the extent
      reasonably practicable, make such representations and warranties to the
      Holders and any Underwriters of such Registrable Securities with respect
      to the business of the Company and its subsidiaries, the Registration
      Statement, Prospectus and documents incorporated by reference or deemed
      incorporated by reference, if any, in each case, in form, substance and
      scope as are customarily made by issuers to underwriters in underwritten
      offerings and confirm the same if and when requested, (ii) obtain opinions
      of counsel to the Company (which counsel may be the Company's general
      counsel or assistant general counsel and which opinions, in form, scope
      and substance, shall be reasonably satisfactory to the Holders and such
      Underwriters and their respective counsel) addressed to each selling
      Holder and Underwriter of Registrable Securities (it being agreed that the
      matters to be covered by any such opinion shall include the due
      incorporation, valid existence and good standing of the Company; the
      qualification of the Company to transact business as a foreign

                                       10


      corporation; the due authorization, execution and delivery of the relevant
      agreements of the type referred to in this Section 2(o); the due
      authorization, execution, authentication, issuance and delivery, and the
      validity and enforceability of the Registrable Securities; the absence of
      governmental approvals required to be obtained in connection with the
      Shelf Registration Statement, the offering and sale of the Registrable
      Securities, this Exchange and Registration Rights Agreement or any
      agreement of the type referred to in Section 2(o), except such approvals
      as may be required under state securities or blue sky laws; the material
      compliance as to form of such Shelf Registration Statement and any
      documents incorporated by reference therein and of the Indenture with the
      requirements of the 1933 Act and the TIA and the rules and regulations of
      the SEC thereunder, respectively; and, as of the date of the opinion and
      of the Shelf Registration Statement or most recent post-effective
      amendment thereto, as the case may be, the absence from such Shelf
      Registration Statement and the prospectus included therein, as then
      amended or supplemented, and from the documents incorporated by reference
      therein (in each case other than the financial statements and other
      financial information contained therein) of an untrue statement of a
      material fact or the omission to state therein a material fact necessary
      to make the statements therein not misleading (in the case of such
      documents, in the light of the circumstances existing at the time that
      such documents were filed with the SEC under the 1934 Act)), (iii) obtain
      "cold comfort" letters from the independent certified public accountants
      of the Company (and, if necessary, any other certified public accountant
      of any subsidiary of the Company, or of any business acquired by the
      Company for which financial statements and financial data are or are
      required to be included in the Registration Statement) addressed to each
      selling Holder and Underwriter of Registrable Securities, such letters to
      be in customary form and covering matters of the type customarily covered
      in "cold comfort" letters in connection with underwritten offerings, and
      (iv) deliver such documents and certificates as may be reasonably
      requested by the Holders of a majority in principal amount of the
      Registrable Securities being sold or the Underwriters, and which are
      customarily delivered in underwritten offerings, to evidence the continued
      validity of the representations and warranties of the Company made
      pursuant to clause (i) above and to evidence compliance with any customary
      conditions contained in an underwriting agreement.

            In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Securities to furnish to the Company such
information in writing regarding the Holder and the proposed distribution by
such Holder of such Registrable Securities as the Company may from time to time
reasonably request in writing.

            In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(iv), such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i), and, if so directed by the
Company, such Holder will deliver to the Company (at its expense) all copies in
its possession,

                                       11


other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the
Company shall extend the period during which the Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions. The Company may give
any such notice only twice during any 365 day period and any such suspensions
may not exceed 45 days in any three month period or 120 days in any 12 month
period. No Special Interest shall accrue or be payable during any such
suspension period.

            The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "UNDERWRITERS") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

            4. Special Interest.

            (a) The parties acknowledge that the Holders of Securities or
Exchange Securities, as the case may be, will suffer damages if the Company
fails to perform its obligations under Section 2 or 3 and that it would not be
feasible to ascertain the extent of such damages. Accordingly, in the event
that:

                  (i) neither the Exchange Offer Registration Statement nor the
      Shelf Registration Statement has been filed on or prior to the 180th day
      following the Closing Date;

                  (ii) neither the Exchange Offer Registration Statement nor the
      Shelf Registration Statement has been declared effective on or prior to
      the 270th day following the Closing Date;

                  (iii) the Exchange Offer has not been consummated on or prior
      to the 310th day following the Closing Date (if the Exchange Offer is then
      required to be completed); or

                  (iv) after either the Exchange Offer Registration Statement or
      Shelf Registration Statement has been declared effective, such
      Registration Statement ceases to be effective or usable in connection with
      the Exchange Offer or resales of the Securities during a period in which
      it is required to be effective hereunder (taking into account the
      suspension periods provided for in the penultimate paragraph of Section 3)
      without being succeeded within five Business Days by any additional
      Registration Statement or post-

                                       12


      effective amendment covering the Securities or the Exchange Securities, as
      the case may be, which has been filed and declared effective;

(each such event referred to in the foregoing clauses (i) through (iv), a
"REGISTRATION DEFAULT"), then special interest ("SPECIAL INTEREST") will accrue
on the principal amount of the Securities and the Exchange Securities,
respectively (in addition to the stated interest on the Securities and the
Exchange Securities), from and including the date on which any Registration
Default first occurs and while any such Registration Default has occurred and is
continuing, to but excluding the date on which all filings, declarations of
effectiveness and consummations, as the case may be, have been achieved which,
if achieved on a timely basis, would have prevented the occurrence of all of the
then existing Registration Defaults. Special Interest will accrue at a rate of
0.25% per annum during the 90-day period immediately following such first
occurrence of a Registration Default and while any such Registration Default has
occurred and is continuing, and shall increase to 0.50% per annum for any
additional days after such 90-day period during which a Registration Default had
occurred and is continuing, until the date on which all of the filings,
declarations of effectiveness and consummations referred to in the preceding
sentence have been achieved, on which date the interest rate on the Securities
and the Exchange Securities, respectively, will revert to the interest rate
originally borne by such notes.

            (b) The Company shall notify the Trustee immediately upon its
knowledge of the happening of each and every Registration Default.

            (c) The Company shall pay the Special Interest due on the Securities
or Exchange Securities, as the case may be, by depositing with the Trustee, in
trust, for the benefit of the Holders thereof, prior to 10:00 a.m. on the next
interest payment date specified in the Indenture sums sufficient to pay the
Special Interest then due. The Special Interest due shall be payable on each
interest payment date specified by the Indenture to the record holders entitled
to receive the interest payment to be made on such date.

            (d) The parties agree that the Special Interest provided for in this
Section 4 constitutes a reasonable estimate of the damages that will be suffered
by Holders of Securities or Exchange Securities by reason of the happening of
any Registration Default.

            5. Indemnification and Contribution.

      (a) The Company agrees to indemnify and hold harmless each Initial
Purchaser, each Holder and each Person, if any, who controls each Initial
Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is controlled
by, any Initial Purchaser or any Holder, from and against all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by any Initial Purchaser, any Holder or any such
controlling or affiliated Person in connection with defending or investigating
any such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) pursuant to which Exchange Securities or

                                       13


Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to an indemnified party furnished to the Company in
writing by or on behalf of such indemnified party expressly for use therein,
provided however that, the foregoing indemnity with respect to any preliminary
Prospectus shall not inure to the benefit of any Holder from whom the person
asserting any such losses, claims, damages or liabilities purchased Securities,
or any person controlling such Holder, if a copy of the final Prospectus (as
then amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) was not sent or given by or on behalf of such Holder to
such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the Securities to such person, and if the
final Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such loss, claim, damage or liability. In connection with any
Underwritten Offering permitted by Section 3, the Company will also indemnify
the Underwriters, if any, participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of the
1933 Act and the 1934 Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any
Registration Statement.

      (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, each Initial Purchaser and the other selling Holders, and
each of their respective directors, officers who sign the Registration Statement
and each Person, if any, who controls the Company, any Initial Purchaser and any
other selling Holder within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act to the same extent as the foregoing indemnity from
the Company to each of the Initial Purchasers and the Holders, but only with
reference to information relating to such Holder furnished to the Company in
writing by such Holder expressly for use in any Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto).

      (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"INDEMNIFIED PARTY") shall promptly notify the Person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any

                                       14


indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
(a) the reasonable and documented fees and expenses of more than one separate
firm (in addition to any local counsel) for the Initial Purchasers and all
Persons, if any, who control any Initial Purchaser within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the reasonable and
documented fees and expenses of more than one separate firm (in addition to any
local counsel) for the Company, its directors, its officers who sign the
Registration Statement and each Person, if any, who controls the Company within
the meaning of either such Section and (c) the reasonable and documented fees
and expenses of more than one separate firm (in addition to any local counsel)
for all Holders and all Persons, if any, who control any Holders within the
meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In such case involving any Initial Purchaser
and Persons who control any Initial Purchaser, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders
and such Persons who control Holders, such firm shall be designated in writing
by the Majority Holders. In all other cases, such firm shall be designated by
the Company. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

      (d) If the indemnification provided for in paragraph (a) or paragraph (b)
of this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities, then each indemnifying
party under such paragraph, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such

                                       15


proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective principal amount of Registrable Securities of
such Holder that were registered pursuant to a Registration Statement.

      (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

            The indemnity and contribution provisions contained in this Section
5 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser, any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.

                                       16


            6. Miscellaneous.

      (a) No Inconsistent Agreements. The Company has not entered into, and on
or after the date of this Agreement will not enter into, any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

      (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at least
a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 shall be effective
as against any Holder of Registrable Securities unless consented to in writing
by such Holder.

      (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c).

            All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.

            Copies of all such notices, demands, or other communications shall
be concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

      (d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement,

                                       17


and by taking and holding such Registrable Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof. The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.

      (e) Purchases and Sales of Securities. The Company shall not, and shall
use its reasonable efforts to cause its affiliates (as defined in Rule 405 under
the 1933 Act) not to, purchase and then resell or otherwise transfer any
Securities.

      (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights as Holders hereunder.

      (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      (i) Governing Law. This Agreement shall be governed by the laws of the
State of New York, including, without limitation, Section 5-1401 of the New York
General Obligations Law.

      (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

            (k) Section References. Unless otherwise indicated, references in
this Agreement to sections are to the sections of this Agreement.

            (l) Termination. This Agreement shall terminate when there are no
longer any Registrable Securities, except for (i) any liabilities or obligations
under Section 2(c) and Section 5 and (ii) the Company's obligation to make
payments of, and to provide for, Special Interest under Section 4, to the extent
Special Interest accrued prior to such time, each of which shall remain in
effect in accordance with its terms.

                                       18


            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                         AMGEN INC.

                                         By      /s/ Richard D. Nanula
                                             -----------------------------------
                                             Name:  Richard D. Nanula
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: MORGAN STANLEY & Co. INCORPORATED

By    /s/ Harold J. Hendershot III
    ----------------------------------
    Name:  Harold J. Hendershot III
    Title: Executive Director

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                   AMGEN INC.

                   $1,000,000,000 4.00% SENIOR NOTES DUE 2009

                   $1,000,000,000 4.85% SENIOR NOTES DUE 2014

                               PURCHASE AGREEMENT

Dated as of November 15, 2004



Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Barclays Capital Inc.
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Mitsubishi Securities International plc
c/o Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Dear Sirs and Mesdames:

      Amgen Inc., a Delaware corporation (the "COMPANY"), proposes to issue and
sell to the several purchasers named in Schedule I hereto (the "INITIAL
PURCHASERS") $1,000,000,000 principal amount of its 4.00% Senior Notes due 2009
(the "2009 NOTES") and $1,000,000,000 principal amount of its 4.85% Senior Notes
due 2014 (the "2014 NOTES" and, together with the 2009 Notes, the "SECURITIES")
to be issued pursuant to the provisions of an Indenture, dated as of August 4,
2003, between the Company and JP Morgan Chase Bank, N.A., as Trustee (the
"TRUSTEE") (the "INDENTURE").

      Pursuant to the transactions contemplated by this purchase agreement (this
"AGREEMENT"), the Securities will be offered and sold to the Initial Purchasers
and reoffered by the Initial Purchasers without being registered under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), to qualified
institutional buyers in compliance with the exemption from registration provided
by Rule 144A under the Securities Act and in offshore transactions in reliance
on Regulation S under the Securities Act ("REGULATION S").

      The Initial Purchasers and their direct and indirect transferees
("SUBSEQUENT PURCHASERS") will be entitled to the benefits of a Registration
Rights Agreement, dated as of November 18, 2004, between the Company and the
Initial Purchasers (the "REGISTRATION RIGHTS AGREEMENT").

      In connection with the offering of the Securities, the Company has
prepared a preliminary offering memorandum (the "PRELIMINARY MEMORANDUM") and
will prepare a final offering memorandum (the "FINAL MEMORANDUM" and, together
with the Preliminary Memorandum, each a "MEMORANDUM") including or incorporating
by reference a description of the

                                       2


terms of the Securities, the terms of the offering and a description of the
Company. As used herein, the term "Memorandum" shall include in each case the
documents incorporated by reference therein. The terms "SUPPLEMENT," "AMENDMENT"
and "AMEND" as used herein with respect to a Memorandum shall include all
documents deemed to be incorporated by reference in the Preliminary Memorandum
or Final Memorandum that are filed subsequent to the date of such Memorandum
with the Securities and Exchange Commission (the "COMMISSION") pursuant to the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). "Memorandum"
means, with respect to any date or time referred to in this Agreement, the most
recent memorandum (whether the Final Memorandum, or any amendment or supplement
to such document), including exhibits thereto and any documents incorporated by
reference therein, that has been prepared and delivered by the Company to the
Initial Purchasers in connection with their offering of the Securities.

      1.    Representations and Warranties. (a) The Company represents and
warrants to, and agrees with, you that as of the date hereof and as of the
Closing Date:

            (i)   The Final Memorandum, as of its date and at the Closing Date,
      will not contain any untrue statement of a material fact or omit to state
      any material fact necessary to make the statements therein, in light of
      the circumstances in which they were made, not misleading, provided that
      this representation, warranty and agreement shall not apply to statements
      in or omissions from the Memorandum made in reliance on and in conformity
      with information furnished in writing by any Initial Purchaser to the
      Company expressly for use in such Memorandum.

            (ii)  The Memorandum as delivered from time to time shall
      incorporate by reference the Company's Annual Report on Form 10-K for the
      fiscal year ended December 31, 2003; the Company's Quarterly Reports on
      Form 10-Q for the quarterly periods ended March 31, 2004, June 30, 2004,
      and September 30, 2004; and the Company's Current Reports on Form 8-K
      filed with the Commission on March 29, 2004 and October 12, 2004. The
      documents incorporated or deemed to be incorporated by reference in the
      Memorandum at the time they were or hereafter are filed, or, if amended,
      as so amended, with the Commission complied and, with respect to future
      filings, will comply, in all material respects with the requirements of
      the Exchange Act and the rules and regulations of the Commission
      thereunder (the "1934 ACT REGULATIONS"), and, when read together with the
      other information in the Memorandum, at the date of the Memorandum and at
      the Closing Date, will not include an untrue statement of a material fact
      or omit to state a material fact

                                       3


      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances in which they were made, not misleading.

            (iii) Ernst & Young, LLP, which has audited certain consolidated
      financial statements of the Company and its consolidated subsidiaries to
      be incorporated by reference in the Memorandum, are independent registered
      public accountants with respect to the Company and its subsidiaries within
      the meaning of Regulation S-X under the Securities Act.

            (iv)  The consolidated financial statements included in the
      Company's Annual Report on Form 10-K for the fiscal year ended December
      31, 2003 and incorporated by reference in the Memorandum present fairly,
      in all material respects, the financial position of the Company and its
      consolidated subsidiaries at December 31, 2003 and 2002 and the statements
      of operations and cash flows of the Company and its consolidated
      subsidiaries for each of the three years in the period ended December 31,
      2003 in conformity with accounting principles generally accepted in the
      United States ("GAAP"). The related financial statement schedules, when
      considered in relation to the basic consolidated financial statements
      taken as a whole, present fairly in all material respects the information
      set forth therein.

            (v)   Since the respective dates as of which information is given in
      the Final Memorandum, except as otherwise stated therein, (A) there has
      been no material adverse change in the financial condition or in the
      earnings of the Company and its subsidiaries considered as one enterprise,
      (B) there have been no transactions entered into by the Company or any of
      its subsidiaries, other than those in the ordinary course of business,
      which are material with respect to the Company and its subsidiaries
      considered as one enterprise, and (C) there has been no dividend or
      distribution of any kind declared, paid or made by the Company on any
      class of its capital stock not described in the Final Memorandum.

            (vi)  Each of the Company, Amgen Manufacturing, Limited, a Bermuda
      corporation ("Amgen Manufacturing") and Immunex Corporation, a Washington
      corporation ("Immunex" and, together with Amgen Manufacturing, the
      "SIGNIFICANT SUBSIDIARIES"), has been duly incorporated or organized and
      is validly existing in good standing under the laws of the jurisdiction in
      which it is incorporated, chartered or organized with the corporate power
      and authority to own or lease, as the case may be, and to operate its
      properties and conduct its business as described in the Memorandum and is
      duly qualified to do business as a foreign corporation or organization and
      is in good standing under the laws

                                       4


      of each jurisdiction which requires such qualification, except, in each
      case, where the failure so to qualify or to be in good standing would not
      have a material adverse effect on the financial condition of the Company
      and its subsidiaries, considered as one enterprise (a "MATERIAL ADVERSE
      EFFECT").

            (vii) All the issued and outstanding shares of capital stock of the
      Significant Subsidiaries have been duly and validly authorized and issued
      and are fully paid and nonassessable, and, except as may be otherwise set
      forth in the Memorandum, all outstanding shares of capital stock of the
      Significant Subsidiaries are owned by the Company either directly or
      through a wholly-owned subsidiary free and clear of any security interest,
      mortgage, pledge, lien, encumbrance, claim or equity; none of the
      outstanding shares of capital stock of the Significant Subsidiaries was
      issued in violation of the preemptive or similar rights of any
      securityholder of either Significant Subsidiary.

            (viii) Neither of the Significant Subsidiaries is currently
      prohibited, directly or indirectly, from paying any dividends to the
      Company, from making any other distribution on such subsidiary's capital
      stock, from repaying to the Company any loans or advances to such
      subsidiary from the Company or from transferring any of such subsidiary's
      property or assets to the Company or any other subsidiary of the Company,
      except as may be described in or contemplated by the Memorandum and except
      as would not result in a Material Adverse Effect.

            (ix)  The outstanding shares of capital stock of the Company have
      been duly and validly authorized and issued and are fully paid and
      nonassessable; none of the outstanding shares of capital stock of the
      Company was issued in violation of the preemptive or similar rights of any
      security holder of the Company.

            (x)   This Agreement has been duly authorized, executed and
      delivered by the Company.

            (xi)  At the Closing Date, the Indenture will have been duly
      authorized by the Company, and when duly executed and delivered by the
      Company and, assuming the due authorization, execution and delivery of the
      Indenture by the Trustee, will be a valid and binding agreement of the
      Company enforceable against the Company in accordance with its terms,
      except (A) to the extent that a waiver of rights under any usury laws may
      be unenforceable and as the enforceability thereof may be limited by
      bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar
      laws now or hereafter in effect relating to or affecting the enforcement
      of creditors' rights and remedies generally and (B) as rights of
      acceleration and the availability of equitable remedies may be limited

                                       5


      by equitable principles of general applicability, whether or not
      enforcement is sought at law or in equity.

            (xii) At the Closing Date, the Registration Rights Agreement will
      have been duly authorized by the Company and, when executed and delivered
      by the Company, assuming the due authorization, execution and delivery of
      the Registration Rights Agreement by the Initial Purchasers, will
      constitute a valid and binding agreement of the Company, enforceable
      against the Company in accordance with its terms, except (A) as the
      enforceability thereof may be limited by bankruptcy, insolvency,
      fraudulent conveyance, moratorium or other similar laws now or hereafter
      in effect relating to or affecting the enforcement of creditors' rights
      and remedies generally, (B) as rights of acceleration and the availability
      of equitable remedies may be limited by equitable principles of general
      applicability, whether or not enforcement is sought at law or in equity
      and (C) as rights to indemnification or contribution may be limited by
      federal or state securities laws or public policy considerations.

            (xiii) The Securities have been duly authorized by the Company, and,
      at the Closing Date, will have been duly executed by the Company and, when
      authenticated, issued and delivered in the manner provided for in the
      Indenture and delivered against payment of the Purchase Price (as defined
      below) therefore as provided in this Agreement, will be the valid and
      binding obligations of the Company, enforceable against the Company in
      accordance with their terms, except (A) to the extent that a waiver of
      rights under any usury laws may be unenforceable and as the enforceability
      thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
      moratorium or other similar laws now or hereafter in effect relating to or
      affecting the enforcement of creditors' rights and remedies generally and
      (B) as rights of acceleration and the availability of equitable remedies
      may be limited by equitable principles of general applicability, whether
      or not enforcement is sought at law or in equity. At the Closing Date, the
      Securities will be in the form contemplated by, and will be entitled to
      the benefits of, the Indenture and the Registration Rights Agreement.

            (xiv) The Securities, the Indenture and the Registration Rights
      Agreement will conform in all material respects to the respective
      statements relating thereto contained in the Memorandum.

            (xv)  Neither the Company nor any of its Significant Subsidiaries is
      in violation of its charter or by-laws or in default in the performance or
      observance of any obligation, agreement, covenant or condition contained
      in any contract, indenture, mortgage, deed of trust, loan or credit

                                       6


      agreement, note, lease or other agreement or instrument to which the
      Company or any of its subsidiaries is a party or by which it or any of
      them may be bound, or to which any of the property or assets of the
      Company or any of its subsidiaries is subject (collectively, "AGREEMENTS
      AND INSTRUMENTS") except for such defaults that would not result in a
      Material Adverse Effect.

            (xvi) The execution, delivery and performance by the Company of its
      obligations under this Agreement, the Indenture, the Registration Rights
      Agreement and the Securities will not contravene any provision of (A) the
      Restated Certificate of Incorporation, as amended, or Amended and Restated
      Bylaws of the Company, (B) any agreement or other instrument binding upon
      the Company or its business or assets that is material to the financial
      condition of the Company and its subsidiaries, considered as one
      enterprise, (C) applicable law and (D) any judgment, order, decree of any
      governmental body, agency or court having jurisdiction over the Company or
      its business or assets.

            (xvii) Except as disclosed in the Memorandum, there is no action,
      suit, proceeding, inquiry or investigation before or brought by any court
      or governmental agency or body, domestic or foreign, now pending, or, to
      the knowledge of the Company, threatened, against or affecting the Company
      or any of its subsidiaries which might reasonably be expected to result in
      a Material Adverse Effect, or which might reasonably be expected to
      materially and adversely affect the properties or assets of the Company or
      any of its subsidiaries or the consummation of the transactions
      contemplated by this Agreement or the performance by the Company of its
      obligations hereunder. The aggregate of all pending legal or governmental
      proceedings to which the Company or any of its subsidiaries is a party or
      of which any of their respective property or assets is the subject which
      are not described in the Memorandum, including ordinary routine litigation
      incidental to the business, could not reasonably be expected to result in
      a Material Adverse Effect.

            (xviii) The Company and its Significant Subsidiaries own or possess,
      or can acquire on reasonable terms, adequate patents, patent rights,
      licenses, inventions, copyrights, know-how (including trade secrets and
      other unpatented and/or unpatentable proprietary or confidential
      information, systems or procedures), trademarks, service marks and trade
      names (collectively, "INTELLECTUAL PROPERTY") which in each case are
      material to the financial condition of the Company and its subsidiaries,
      considered as one enterprise and, except as described in the Memorandum,
      neither the Company nor any of its Significant Subsidiaries has received
      any notice of any infringement of or conflict with asserted rights of
      others

                                       7


      with respect to any Intellectual Property, which infringement or conflict,
      singly or in the aggregate, could reasonably be expected to result in a
      Material Adverse Effect.

            (xix) No consent, approval, authorization or order of or
      qualification with any governmental body or agency is required for the
      performance by the Company of its obligations under this Agreement, the
      Indenture or in connection with the offering, issuance and sale of the
      Securities, except such as have been already obtained or will have been
      obtained prior to the Closing Date.

            (xx)  The Company has all necessary consents, authorizations,
      approvals, orders, certificates and permits of and from (collectively,
      "GOVERNMENTAL PERMITS"), and has made all declarations and filings with,
      all federal, state, local and other governmental authorities, all
      self-regulatory organizations and all courts and other tribunals, to own,
      lease, license and use its properties and assets and to conduct its
      business in the manner described in the Memorandum, except to the extent
      that the failure to obtain or file would not have a Material Adverse
      Effect; and the Company has not received any notice of proceedings
      relating to the revocation or modification of any such Governmental
      Permits which, singly or in the aggregate, could reasonably be expected to
      result in a Material Adverse Effect.

            (xxi) Except as described in the Memorandum and except as would not,
      singly or in the aggregate, result in a Material Adverse Effect, (A)
      neither the Company nor any of its subsidiaries is in violation of any
      federal, state, local or foreign statute, law, rule, regulation,
      ordinance, code, policy or rule of common law or any judicial or
      administrative interpretation thereof, including any judicial or
      administrative order, consent, decree or judgment, relating to pollution
      or protection of human health, the environment (including, without
      limitation, ambient air, surface water, groundwater, land surface or
      subsurface strata) or wildlife, including, without limitation, laws and
      regulations relating to the release or threatened release of chemicals,
      pollutants, contaminants, wastes, toxic substances, hazardous substances,
      petroleum or petroleum products (collectively, "HAZARDOUS MATERIALS") or
      to the manufacture, processing, distribution, use, treatment, storage,
      disposal, transport or handling of Hazardous Materials (collectively,
      "ENVIRONMENTAL LAWS"), (B) the Company and its subsidiaries have all
      permits, authorizations and approvals required under any applicable
      Environmental Laws and are each in compliance with their requirements, (C)
      there are no pending or threatened administrative, regulatory or judicial
      actions, suits, demands, demand letters, claims, liens, notices of
      noncompliance or violation,

                                       8


      investigations or proceedings relating to any Environmental Law against
      the Company or any of its subsidiaries and (D) there are no events or
      circumstances that might reasonably be expected to form the basis of an
      order for clean-up or remediation, or an action, suit or proceeding by any
      private party or governmental body or agency, against or affecting the
      Company or any of its subsidiaries relating to Hazardous Materials or any
      Environmental Laws.

            (xxii) Neither the Company nor any of its subsidiaries is in
      violation of any Federal or state law or regulation relating to
      occupational safety and health or to the storage, handling and
      transportation of hazardous or toxic materials; the Company and each of
      its subsidiaries have received all permits, licenses or other approvals
      required of them under applicable Federal and state occupational safety
      and health laws and environmental laws and regulations to conduct their
      respective businesses, and the Company and each such subsidiary is in
      compliance with all terms and conditions of any such permit, license or
      approval, except any such violation of law or regulation, failure to
      receive required permits, licenses or other approvals or failure to comply
      with the terms and conditions of such permits, licenses or approvals that
      would not, singly or in the aggregate, result in a Material Adverse
      Effect, except as described in or contemplated by the Memorandum.

            (xxiii) The Company is not, and after giving effect to the offering
      and sale of the Securities and the application of the proceeds thereof as
      described in the Memorandum, will not be an "investment company," or an
      entity "controlled" by an investment company, as such terms are defined in
      the Investment Company Act of 1940, as amended.

            (xxiv) The Company and each of its subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are reasonable and consistent with sound
      business practice.

            (xxv) Neither the Company nor any of its affiliates, as such term is
      defined in Rule 501(b) of Regulation D under the Securities Act (each, an
      "AFFILIATE"), has, directly or indirectly, solicited any offer to buy,
      sold or offered to sell or otherwise negotiated in respect of, or will
      solicit any offer to buy or offer to sell or otherwise negotiate in
      respect of, any security (as defined in the Securities Act) that is or
      would be integrated with the sale of the Securities in a manner that would
      require the Securities to be registered under the Securities Act.

            (xxvi) The Securities are eligible for resale pursuant to Rule 144A
      under the Securities Act and will not be, at the Closing Date, of the same

                                       9


      class as securities listed on a national securities exchange registered
      under Section 6 of the Exchange Act, or quoted in a U.S. automated
      interdealer quotation system.

            (xxvii) None of the Company, any of its Affiliates or any person
      acting on its or any of their behalf (other than the Initial Purchasers
      and their Affiliates, as to whom the Company makes no representation) has
      engaged or will engage, in connection with the offering of the Securities,
      in any form of general solicitation or general advertising within the
      meaning of Rule 502(c) of Regulation D under the Securities Act or in any
      manner involving a public offering within the meaning of Section 4(2) of
      the Securities Act.

            (xxviii) Subject to compliance by the Initial Purchasers with the
      representations and warranties set forth in Section 4 and the procedures
      set forth in Section 7 hereof, it is not necessary in connection with the
      offer, sale and delivery of the Securities to the Initial Purchasers and
      to each Subsequent Purchaser in the manner contemplated by this Agreement
      and the Memorandum to register the Securities under the Securities Act.

            (xxix) The Company is subject to the reporting requirements of
      Section 13 or Section 15(d) of the Exchange Act.

            (xxx) With respect to those Securities sold in reliance on
      Regulation S, (A) none of the Company, its Affiliates or any person acting
      on its or their behalf (other than the Initial Purchasers and their
      Affiliates, as to whom the Company makes no representation) has engaged or
      will engage in any directed selling efforts within the meaning of
      Regulation S and (B) each of the Company and its Affiliates and any person
      acting on its or their behalf (other than the Initial Purchasers and their
      Affiliates, as to whom the Company makes no representation) has complied
      and will comply with the offering restrictions requirement of Regulation
      S.

            (xxxi) There are no persons with registration rights or other
      similar rights to have any securities included in any registration
      statement filed pursuant to a registration agreement or in any offering
      made pursuant to such registration statement.

            (b)   Officer's Certificate. Any certificate signed by any officer
      of the Company and delivered to the Initial Purchasers or counsel for the
      Initial Purchasers in connection with the issuance of the Securities shall
      be deemed a representation and warranty by the Company, as to matters
      covered thereby, to the Initial Purchasers.

                                       10


      2.    Agreements to Sell and Purchase. The Company hereby agrees to sell
to the several Initial Purchasers, and each Initial Purchaser, upon the basis of
the representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees, severally and not jointly, to purchase
from the Company, (i) at a purchase price of 99.453% of the principal amount
thereof, the respective principal amount of 2009 Notes set forth opposite its
name in Schedule I hereto and (ii) at a purchase price of 99.534% of the
principal amount thereof, the respective principal amount of 2014 Notes set
forth opposite its name in Schedule I hereto (together, the "PURCHASE PRICE"),
plus accrued interest, if any, to the Closing Date.

      The Company hereby agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Initial Purchasers, it will
not, during the period beginning on the date of this Agreement and continuing to
and including the Closing Date, offer, sell, contract to sell or otherwise
dispose of any debt of the Company or warrants to purchase debt of the Company
substantially similar to the Securities (other than the sale of the Securities
under this Agreement).

      3.    Terms of Offering. You have advised the Company that the Initial
Purchasers will make an offering of the Securities purchased by the Initial
Purchasers hereunder on the terms to be set forth in the Final Memorandum, as
soon as practicable after this Agreement is entered into as in your reasonable
judgment is advisable and that it is the intention of the Initial Purchasers not
to hold any Securities after the Closing Date.

      4.    Payment and Delivery. Payment for the Securities shall be made to
the Company in Federal or other funds immediately available in New York City
against delivery of such Securities for the respective accounts of the several
Initial Purchasers at 10:00 a.m., New York City time, on November 18, 2004, or
at such other time on the same or such other date, not later than November 26,
2004, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the "CLOSING DATE."

      Certificates for the Securities shall be in global form and registered in
the name of Cede & Co., as nominee of the Depository Trust Company. The
certificates evidencing the Securities shall be delivered to the Trustee on the
Closing Date for the respective accounts of the several Initial Purchasers, with
any transfer taxes payable in connection with the transfer of the Securities to
the Initial Purchasers duly paid, against payment of the Purchase Price therefor
plus accrued interest, if any, to the date of payment and delivery.

      5.    Conditions to the Initial Purchasers' Obligations. The several
obligations of the Initial Purchasers to purchase and pay for the Securities on
the Closing Date is subject to the following conditions:

                                       11


            (a)   Subsequent to the execution and delivery of this Agreement and
      prior to the Closing Date:

                  (i)   there shall not have occurred any downgrading, nor shall
            any notice have been given of any intended or potential downgrading
            or of any review for a possible change that does not indicate the
            direction of the possible change, in the rating accorded of any of
            the Company's securities by any "nationally recognized statistical
            rating organization," as such term is defined for purposes of Rule
            436(g)(2) under the Securities Act; and

                  (ii)  there shall not have been, since the date of this
            Agreement or since the respective dates as of which information is
            given in the Final Memorandum, any material adverse change in the
            financial condition or in the earnings of the Company and its
            subsidiaries, taken as a whole.

            (b)   The Initial Purchasers shall have received on the Closing Date
      a certificate, dated the Closing Date and signed by the chief executive
      officer or the chief financial officer of the Company, to the effect set
      forth in Section 5(a)(i) and to the effect that (i) the representations
      and warranties of the Company contained in this Agreement are true and
      correct in all material respects as of the Closing Date and (ii) the
      Company has complied in all material respects with all of the agreements
      and satisfied in all material respects all of the conditions on its part
      to be performed or satisfied hereunder on or before the Closing Date.

            The officer signing and delivering such certificate may rely upon
      the best of his or her knowledge as to proceedings threatened.

            (c)   The Initial Purchasers shall have received on the Closing Date
      an opinion or opinions and a negative assurances letter of Latham &
      Watkins LLP, outside counsel for the Company, dated the Closing Date,
      covering the matters set forth in Exhibit A. Each such opinion or opinions
      will include such assumptions, qualifications and exceptions as are
      customary in transactions of this type. The opinion or opinions may be
      limited to the federal laws of the United States, the internal laws of the
      State of New York and the General Corporation Law of the State of
      Delaware. Such counsel may also state that, insofar as such opinions
      involve factual matters, they have relied, to the extent they deem proper,
      upon certificates of officers of the Company and its subsidiaries and
      certificates of public officials.

                                       12


            (d)   The Initial Purchasers shall have received on the Closing Date
      an opinion of the Company's general counsel or any assistant general
      counsel, dated the Closing Date, covering the matters set forth in Exhibit
      B. Such opinion will include such assumptions, qualifications and
      exceptions as are customary in transactions of this type. The opinion will
      be limited to the federal laws of the United States and the General
      Corporation Law of the State of Delaware. Such counsel may also state
      that, insofar as such opinion involves factual matters, they have relied,
      to the extent they deem proper, upon certificates of officers of the
      Company and its subsidiaries and certificates of public officials.

            (e)   The Initial Purchasers shall have received on the Closing Date
      an opinion of Cleary, Gottlieb, Steen & Hamilton, counsel for the Initial
      Purchasers, dated the Closing Date, to the effect set forth in Exhibit C.

            (f)   The Initial Purchasers shall have received on the date hereof
      a letter, dated the date hereof, in form and substance reasonably
      satisfactory to the Initial Purchasers, from Ernst & Young LLP,
      independent registered public accountants, containing statements and
      information of the type ordinarily included in accountants' "comfort
      letters" to underwriters with respect to the financial statements and
      certain financial information contained in or incorporated by reference
      into the Final Memorandum and on the Closing Date, the Initial Purchasers
      shall have received a letter from Ernst & Young LLP, in form and substance
      reasonably satisfactory to the Initial Purchasers, to the effect that they
      reaffirm the statements made in the letter dated the date hereof.

      6.    Covenants of the Company. In further consideration of the agreements
of the Initial Purchasers contained in this Agreement, the Company covenants
with each Initial Purchaser as follows:

            (a)   To furnish to you in New York City, without charge, prior to
      10:00 a.m. New York City time on the business day next succeeding the date
      of this Agreement and during the period mentioned in Section 6(c), as many
      copies of the Final Memorandum, and any supplements and amendments thereto
      as you may reasonably request.

            (b)   Before amending or supplementing any Memorandum, to furnish to
      you a copy of each such proposed amendment or supplement and not to use
      any such proposed amendment or supplement to which you reasonably object.

            (c)   If, at any time prior to the completion of the resale of the
      Securities by the Initial Purchasers, any event shall occur or condition

                                       13


      exist as a result of which it is necessary, in the reasonable opinion of
      the Initial Purchasers or counsel for the Initial Purchasers, to amend or
      supplement the Final Memorandum in order to make the statements therein,
      in the light of the circumstances when the Final Memorandum is delivered
      to a purchaser, not misleading, or if, in the reasonable opinion of
      counsel for the Initial Purchasers, it is necessary to amend or supplement
      the Final Memorandum to comply with applicable law, forthwith to prepare
      and furnish, at its own expense, to the Initial Purchasers, either
      amendments or supplements to the Final Memorandum so that the statements
      in the Final Memorandum as so amended or supplemented will not, in the
      light of the circumstances when the Final Memorandum is delivered to a
      purchaser, be misleading or so that the Final Memorandum, as amended or
      supplemented, will comply with applicable law.

            (d)   To endeavor to qualify the Securities for offer and sale under
      the securities or Blue Sky laws of such jurisdictions as you shall
      reasonably request provided, however, that the Company shall not be
      required to (i) qualify as a foreign corporation or as a dealer in
      securities in any jurisdiction where it would not otherwise be required to
      qualify but for this Section 3(d), (ii) file any general consent to
      service of process, (iii) subject itself to taxation in any such
      jurisdiction if it is not so subject or (iv) make any changes to its
      certificate of incorporation or bylaws.

            (e)   Whether or not the transactions contemplated in this Agreement
      are consummated or this Agreement is terminated, to pay or cause to be
      paid all expenses incident to the performance of its obligations under
      this Agreement, including: (i) the fees, disbursements and expenses of the
      Company's counsel and the Company's accountants in connection with the
      issuance and sale of the Securities and all other fees or expenses of the
      Company in connection with the preparation of each Memorandum and all
      amendments and supplements thereto, including all printing costs
      associated therewith, and the delivering of copies thereof to the Initial
      Purchasers, in the quantities herein above specified, (ii) all costs and
      expenses related to the preparation, issuance and delivery of the
      Securities to the Initial Purchasers, including any transfer or other
      taxes payable thereon, (iii) all expenses in connection with the
      qualification of the Securities for offer and sale under state securities
      laws as provided in Section 6(d) hereof, including filing fees and the
      reasonable fees and disbursements of counsel for the Initial Purchasers in
      connection with such qualification and in connection with the preparation
      of any Blue Sky or legal investment memorandum, (iv) any fees charged by
      rating agencies for the rating of the Securities, (v) the costs and
      charges of the Trustee, and (vi) all other cost and expenses incident to
      the performance of the obligations of the Company hereunder for which
      provision is not

                                       14


      otherwise made in this Section. It is understood, however, that except as
      provided in clause (iii) of this Section 8, and the last paragraph of
      Section 10, the Initial Purchasers will pay all of their costs and
      expenses, including fees and disbursements of their counsel, transfer
      taxes payable on resale of any of the Securities by them and any
      advertising expenses connected with any offers they may make.

            (f)   Not to, and to cause its Affiliates not to, sell, offer for
      sale or solicit offers to buy or otherwise negotiate in respect of any
      security (as defined in the Securities Act) which could be integrated with
      the sale of the Securities in a manner which would require the
      registration under the Securities Act of the Securities.

            (g)   Not to solicit any offer to buy or offer or sell the
      Securities by means of any form of general solicitation or general
      advertising (as those terms are used in Regulation D under the Securities
      Act) or in any manner involving a public offering within the meaning of
      Section 4(2) of the Securities Act.

            (h)   While any of the Securities remain "restricted securities"
      within the meaning of Rule 144(a)(3) of the Securities Act, to make
      available, upon request, to any seller of such Securities the information
      specified in Rule 144A(d)(4) under the Securities Act, unless the Company
      is then subject to Section 13 or 15(d) of the Exchange Act.

            (i)   Not to, and to cause its Affiliates or any person acting on
      its or their behalf (other than the Initial Purchasers) not to, engage in
      any directed selling efforts (as that term is defined in Regulation S)
      with respect to the Securities, and the Company and its Affiliates and
      each person acting on its or their behalf (other than the Initial
      Purchasers) will comply with the offering restrictions requirement of
      Regulation S.

            (j)   During the period of two years after the Closing Date, the
      Company will not, and will not permit any of its affiliates (as defined in
      Rule 144 under the Securities Act) to resell any of the Securities which
      constitute "restricted securities" under Rule 144 that have been
      reacquired by any of them.

      7.    Offering of Securities; Restrictions on Transfer. (a) Each Initial
Purchaser, severally and not jointly, represents and warrants that such Initial
Purchaser is a qualified institutional buyer as defined in Rule 144A under the
Securities Act (a "QIB"). Each Initial Purchaser, severally and not jointly,
agrees with the Company that (i) it will not solicit offers for, or offer or
sell, such Securities by any form of general solicitation or general advertising
(as those terms are used in Regulation D under the Securities Act) or in any
manner

                                       15


involving a public offering within the meaning of Section 4(2) of the Securities
Act and (ii) it will solicit offers for such Securities only from, and will
offer such Securities only to, persons that it reasonably believes to be (A) in
the case of offers inside the United States, QIBs and (B) in the case of offers
outside the United States, to persons other than U.S. persons ("FOREIGN
PURCHASERS," which term shall include dealers or other professional fiduciaries
in the United States acting on a discretionary basis for foreign beneficial
owners (other than an estate or trust)) in reliance upon Regulation S under the
Securities Act that, in each case, in purchasing such Securities are deemed to
have represented and agreed as provided in the Final Memorandum under the
caption "Transfer Restrictions".

      (b)   Each Initial Purchaser, severally and not jointly, represents,
warrants, and agrees with respect to offers and sales outside the United States
that:

            (i)   such Initial Purchaser understands that no action has been or
      will be taken in any jurisdiction by the Company that would permit a
      public offering of the Securities, or possession or distribution of either
      Memorandum or any other offering or publicity material relating to the
      Securities, in any country or jurisdiction where action for that purpose
      is required;

            (ii)  such Initial Purchaser will comply with all applicable laws
      and regulations in each jurisdiction in which it acquires, offers, sells
      or delivers Securities or has in its possession or distributes either
      Memorandum or any such other material, in all cases at its own expense;

            (iii) the Securities have not been registered under the Securities
      Act and may not be offered or sold within the United States or to, or for
      the account or benefit of, U.S. persons except in accordance with Rule
      144A or Regulation S under the Securities Act or pursuant to another
      exemption from the registration requirements of the Securities Act;

            (iv)  such Initial Purchaser has offered the Securities and will
      offer and sell the Securities (A) as part of their distribution at any
      time and (B) otherwise until 40 days after the later of the commencement
      of the offering and the Closing Date, only in accordance with Rule 903 of
      Regulation S or as otherwise permitted in Section 7(a); accordingly,
      neither such Initial Purchaser, its Affiliates nor any persons acting on
      its or their behalf have engaged or will engage in any directed selling
      efforts (within the meaning of Regulation S) with respect to the
      Securities, and any such Initial Purchaser, its Affiliates and any such
      persons have complied and will comply with the offering restrictions
      requirement of Regulation S;

                                       16


            (v)   such Initial Purchaser has (A) not offered or sold and, prior
      to the date six months after the Closing Date, will not offer or sell any
      Securities to persons in the United Kingdom except to persons whose
      ordinary activities involve them in acquiring, holding, managing or
      disposing of investments (as principal or agent) for the purposes of their
      businesses or otherwise in circumstances which have not resulted and will
      not result in an offer to the public in the United Kingdom within the
      meaning of the Public Offers of Securities Regulations 1995; (B) complied
      and will comply with all applicable provisions of the Financial Services
      and Markets Act 2000 ("FSMA") with respect to anything done by it in
      relation to the Securities in, from or otherwise involving the United
      Kingdom, and (C) has only communicated or caused to be communicated and
      will only communicate or cause to be communicated any invitation or
      inducement to engage in investment activity (within the meaning of Section
      21 of FSMA) received by it in connection with the issue or sale of the
      Securities in circumstances in which Section 21(1) of FSMA does not apply
      to the Company;

            (vi)  such Initial Purchaser understands that the Securities have
      not been and will not be registered under the Securities and Exchange Law
      of Japan, and represents that it has not offered or sold, and agrees not
      to offer or sell, directly or indirectly, any Securities in Japan or for
      the account of any resident thereof except pursuant to any exemption from
      the registration requirements of the Securities and Exchange Law of Japan
      and otherwise in compliance with applicable provisions of Japanese law;
      and

            (vii) such Initial Purchaser agrees that, at or prior to
      confirmation of sales of the Securities, it will have sent to each
      distributor, dealer or person receiving a selling concession, fee or other
      remuneration that purchases Securities from it during the restricted
      period a confirmation or notice to substantially the following effect:

            "The Securities covered hereby have not been registered under the
      U.S. Securities Act of 1933 (the "Securities Act") and may not be offered
      and sold within the United States or to, or for the account or benefit of,
      U.S. persons (i) as part of their distribution at any time or (ii)
      otherwise until 40 days after the later of the commencement of the
      offering and the closing date, except in either case in accordance with
      Regulation S (or Rule 144A if available) under the Securities Act. Terms
      used above have the meaning given to them by Regulation S."

Terms used in this Section 7(b) have the meanings given to them by Regulation S.

                                       17


      8.    Indemnity and Contribution. (a) The Company will indemnify and hold
harmless each Initial Purchaser against any losses, claims, damages or
liabilities, joint or several, to which such Initial Purchaser may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in either Memorandum or any other prospectus (including any
preliminary prospectus) relating to the Securities, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse such
Initial Purchaser for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in either Memorandum or any other
prospectus (including any preliminary prospectus) relating to the Securities, or
in any such amendment or supplement thereto, in reliance upon and in conformity
with written information furnished to the Company by such Initial Purchaser
expressly for use in either Memorandum as amended or supplemented; provided,
however, that the foregoing indemnity with respect to any Preliminary Memorandum
or preliminary prospectus, including any amendment or supplement thereto, shall
not inure to the benefit of any Initial Purchaser from whom the person asserting
any such losses, claims, damages or liabilities purchased the Securities, or any
person controlling such Initial Purchaser, if a copy of the Final Memorandum (as
then amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) was not sent or given by or on behalf of such Initial
Purchaser to such person, if required by law so to have been delivered, at or
prior to the written confirmation of the sale of the Securities to such person,
and if the Final Memorandum (as so amended or supplemented) would have cured the
defect giving rise to such loss, claim, damage or liability.

            (b)   Each Initial Purchaser will indemnify and hold harmless the
      Company against any losses, claims, damages or liabilities to which the
      Company may become subject, under the Securities Act or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon an untrue statement or alleged
      untrue statement of a material fact contained in either Memorandum or any
      other prospectus (including any preliminary prospectus) relating to the
      Securities, or any amendment or supplement thereto, or arise out of or are
      based upon the omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading, in each case to the extent, but only to the
      extent,

                                       18


      that such untrue statement or alleged untrue statement or omission or
      alleged omission was made in either Memorandum or any other prospectus
      (including any preliminary prospectus) relating to the Securities, or any
      such amendment or supplement thereto, in reliance upon and in conformity
      with written information furnished to the Company by such Initial
      Purchaser expressly for use in either Memorandum as amended or
      supplemented; and will reimburse the Company for any legal or other
      expenses reasonably incurred by the Company in connection with
      investigating or defending any such action or claim as such expenses are
      incurred.

            (c)   As promptly as reasonably practical after receipt by an
      indemnified party under paragraph (a) or (b) above of notice of the
      commencement of any action, such indemnified party shall, if a claim in
      respect thereof is to be made against the indemnifying party under such
      subsection, notify the indemnifying party in writing of the commencement
      thereof; but the omission so to notify the indemnifying party shall not
      relieve it of its obligations (i) under paragraph (a) or (b), as
      applicable, of this Section 8 unless and only to the extent that the
      indemnifying party is materially prejudiced by the failure to notify, or
      (ii) from any liability which it may have to any indemnified party
      otherwise than under such applicable subsection. In case any such action
      shall be brought against any indemnified party and it shall notify the
      indemnifying party of the commencement thereof, the indemnifying party
      shall be entitled to participate therein and, to the extent that it shall
      wish, jointly with any other indemnifying party similarly notified, to
      assume the defense thereof, and retain counsel reasonably satisfactory to
      the indemnified party to represent the indemnified party and any others
      the indemnifying party may designate in such proceeding and shall pay the
      fees and disbursements of such counsel related to such proceeding. In any
      such proceeding, any indemnified party shall have the right to retain its
      own counsel, but the fees and expenses of such counsel shall be at the
      expense of such indemnified party unless (1) the indemnifying party and
      the indemnified party shall have mutually agreed to the retention of such
      counsel or (2) the named parties to any such proceeding (including any
      impleaded parties) include both the indemnifying party and the indemnified
      party and representation of both parties by the same counsel would, in the
      written opinion of legal counsel to the indemnified party, be
      inappropriate due to actual or potential differing interests between them.
      It is understood that the indemnifying party shall not, in respect of the
      legal expenses of any indemnified party in connection with any proceeding
      or related proceedings in the same jurisdiction, be liable for the fees
      and expenses of more than one separate firm (in addition to any local
      counsel) for all such indemnified parties and that all such fees and
      expenses shall be

                                       19


      reimbursed as they are incurred. Such firm shall be designated in writing
      by Morgan Stanley & Co. Incorporated or, if Morgan Stanley & Co.
      Incorporated is not an indemnified party and is not reasonably likely to
      become an indemnified party, by the Initial Purchasers that are
      indemnified parties, in the case of parties indemnified pursuant to
      paragraph (a) above, and by the Company, in the case of parties
      indemnified pursuant to paragraph (b) above. No indemnifying party shall,
      without the written consent of the indemnified party, effect the
      settlement or compromise of, or consent to the entry of any judgment with
      respect to, any pending or threatened action or claim in respect of which
      indemnification or contribution may be sought hereunder (whether or not
      the indemnified party is an actual or potential party to such action or
      claim) unless such settlement, compromise or judgment (I) includes an
      unconditional release of the indemnified party from all liability arising
      out of such action or claim and (II) does not include a statement as to,
      or an admission of, fault, culpability or a failure to act, by or on
      behalf of any indemnified party.

            (d)   If the indemnification provided for in this Section 8 is
      unavailable or insufficient to hold harmless an indemnified party under
      subsection (a) or (b) above in respect of any losses, claims, damages or
      liabilities (or actions in respect thereof) referred to therein, then each
      indemnifying party shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages or
      liabilities (or actions in respect thereof) in such proportion as is
      appropriate to reflect the relative benefits received by the Company on
      the one hand and each Initial Purchaser on the other from the offering of
      the Securities to which such loss, claim, damage or liability (or action
      in respect thereof) relates. If, however, the allocation provided by the
      immediately preceding sentence is not permitted by applicable law, then
      each indemnifying party shall contribute to such amount paid or payable by
      such indemnified party in such proportion as is appropriate to reflect not
      only such relative benefits but also the relative fault of the Company on
      the one hand and each Initial Purchaser on the other in connection with
      the statements or omissions which resulted in such losses, claims, damages
      or liabilities (or actions in respect thereof), as well as any other
      relevant equitable considerations. The relative benefits received by the
      Company on the one hand and each Initial Purchaser on the other shall be
      deemed to be in the same proportion as the total net proceeds from the
      sale of Securities (before deducting expenses) received by the Company
      bear to the total commissions and discounts received by such Initial
      Purchaser in respect thereof. The relative fault shall be determined by
      reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or the omission or alleged omission to state
      a material fact required to

                                       20


      be stated therein or necessary in order to make the statements therein not
      misleading relates to information supplied by the Company on the one hand
      or by any Initial Purchaser on the other and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The Company and each Initial Purchaser agree
      that it would not be just and equitable if contribution pursuant to this
      subsection (d) were determined by pro rata allocation (even if all Initial
      Purchasers were treated as one entity for such purpose) or by any other
      method of allocation which does not take account of the equitable
      considerations referred to above in this subsection (d). The amount paid
      or payable by an indemnified party as a result of the losses, claims,
      damages or liabilities (or actions in respect thereof) referred to above
      in this subsection (d) shall be deemed to include any legal or other
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this subsection (d), an Initial Purchaser shall not be
      required to contribute any amount in excess of the amount by which the
      total price at which the Securities referred to in paragraph (d) above
      that were offered and sold to the public through such Initial Purchaser
      exceeds the amount of any damages which such Initial Purchaser has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities
      Act) shall be entitled to contribution from any person who was not guilty
      of such fraudulent misrepresentation. The obligations of each of the
      Initial Purchasers under this subsection (d) to contribute are several in
      proportion to the respective purchases made by or through each such
      Initial Purchaser to which such loss, claim, damage or liability (or
      action in respect thereof) relates and are not joint.

            (e)   The obligations of the Company under this Section 8 shall be
      in addition to any liability which the Company may otherwise have and
      shall extend, upon the same terms and conditions, to each person, if any,
      who controls any Initial Purchaser within the meaning of Section 15 of the
      Securities Act or Section 20 of the Exchange Act; and the obligations of
      each Initial Purchaser under this Section 8 shall be in addition to any
      liability which such Initial Purchaser may otherwise have and shall
      extend, upon the same terms and conditions, to each officer and director
      of the Company and to each person, if any, who controls the Company within
      the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act.

      9.    Termination. This Agreement shall be subject to termination in the
Initial Purchasers' absolute discretion, by written notice to the Company, if
(a)

                                       21


after the execution and delivery of this Agreement and prior to the Closing Date
(i) trading generally shall have been suspended or materially limited on or by,
as the case may be, any of the New York Stock Exchange, the American Stock
Exchange or the National Association of Securities Dealers, Inc., (ii) trading
of any securities of the Company shall have been suspended on any exchange or in
any over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities, or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in the judgment of the Initial Purchasers, is material and adverse and (b)
in the case of any of the events specified in clauses (a)(i) through (iv), such
event, singly or together with any other such event, makes it, in the judgment
of the Initial Purchasers, impracticable to market the Securities on the terms
and in the manner contemplated in the Final Memorandum.

      10.   Effectiveness; Defaulting Initial Purchasers. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.

      If, on the Closing Date, any one or more of the Initial Purchasers shall
fail or refuse to purchase Securities that it or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Securities which
such defaulting Initial Purchaser or Initial Purchasers agreed but failed or
refused to purchase is not more than one-tenth of the aggregate principal amount
of Securities to be purchased on such date, the other Initial Purchasers shall
be obligated severally in the proportions that the principal amount of
Securities set forth opposite their respective names in Schedule I bears to the
aggregate principal amount of Securities set forth opposite the names of all
such non-defaulting Initial Purchasers, or in such other proportions as you may
specify, to purchase the Securities which such defaulting Initial Purchaser or
Initial Purchasers agreed but failed or refused to purchase on such date;
provided that in no event shall the principal amount of Securities that any
Initial Purchaser has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 10 by an amount in excess of one-ninth of such
principal amount of Securities without the written consent of such Initial
Purchaser. If, on the Closing Date any Initial Purchaser or Initial Purchasers
shall fail or refuse to purchase Securities which it or they have agreed to
purchase hereunder on such date and the aggregate principal amount of Securities
with respect to which such default occurs is more than one-tenth of the
aggregate principal amount of Securities to be purchased on such date, and
arrangements satisfactory to you and the Company for the purchase of such
Securities are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Initial Purchaser
or of the Company. In any such case either you or the Company shall have the
right to postpone the Closing Date, but in no event for longer than seven days,
in order that the required changes, if any, in the Final

                                       22


Memorandum or in any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Initial Purchaser
from liability in respect of any default of such Initial Purchaser under this
Agreement.

      If this Agreement shall be terminated by the Initial Purchasers, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Initial Purchasers or such Initial
Purchasers as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements
of their counsel) reasonably incurred by such Initial Purchasers in connection
with this Agreement or the offering contemplated hereunder.

      11.   Counterparts. This Agreement may be executed in any number of
counterparts and by the parties in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

      12.   Applicable Law. This Agreement shall be governed by the laws of the
State of New York, including, without limitation, Section 5-1401 of the New York
General Obligations Law.

      13.   Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

      14.   Section References. Unless otherwise indicated, references in this
Agreement to sections are to the sections of this Agreement.

      15.   Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the construction hereof.

      16.   Notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Initial Purchasers shall
be directed to Morgan Stanley & Co. Incorporated at 1585 Broadway, New York, New
York 10036 (facsimile no. 212-507-2409), Attention: Fixed Income Syndicate, with
a copy to Cleary, Gottlieb, Steen & Hamilton at One Liberty Plaza, New York, New
York 10006 (facsimile no. 212-225-3999), Attention: Raymond B. Check; notices to
the Company shall be directed to it at One Amgen Center Drive, Thousand Oaks,
California 91320-1799 (facsimile no. 805-499-

                                       23


8011), Attention: Corporate Secretary, with a copy to Latham & Watkins LLP, 633
West Fifth Street, Suite 4000, Los Angeles, California 90071 (facsimile no.
213-891-8763), Attention: Brian Cartwright.

                  [Remainder of page intentionally left blank]

                                       24


                                      Very truly yours,

                                      AMGEN INC.

                                      By:     /s/ Richard D. Nanula
                                          -----------------------------------
                                          Name:  Richard D. Nanula
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

Accepted as of the date hereof

MORGAN STANLEY & Co. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Acting severally on behalf of themselves and
    the several Initial Purchasers named in
    Schedule I hereto.

By: Morgan Stanley & Co. Incorporated

By:    /s/ Harold J. Hendershot III
    -------------------------------------
    Name:    Harold J. Hendershot III
    Title:   Executive Director



                                                                      SCHEDULE I



                                                      PRINCIPAL AMOUNT
                                                       OF SECURITIES
             INITIAL PURCHASERS                       TO BE PURCHASED
                                                   
4.00% SENIOR NOTES DUE 2009

Merrill Lynch, Pierce, Fenner & Smith
  Incorporated .................................      $    377,500,000
Morgan Stanley & Co. Incorporated...............      $    377,500,000
Barclays Capital Inc............................      $     35,000,000
Bear, Stearns & Co. Inc.........................      $     35,000,000
Citigroup Global Markets Inc....................      $     35,000,000
Credit Suisse First Boston LLC..................      $     35,000,000
Goldman, Sachs & Co.............................      $     35,000,000
J.P. Morgan Securities Inc......................      $     35,000,000
Mitsubishi Securities International plc.........      $     35,000,000
  Total:........................................      $  1,000,000,000

4.85% SENIOR NOTES DUE 2014

Merrill Lynch, Pierce, Fenner & Smith
  Incorporated .................................      $    377,500,000
Morgan Stanley & Co. Incorporated...............      $    377,500,000
Barclays Capital Inc............................      $     35,000,000
Bear, Stearns & Co. Inc.........................      $     35,000,000
Citigroup Global Markets Inc....................      $     35,000,000
Credit Suisse First Boston LLC..................      $     35,000,000
Goldman, Sachs & Co.............................      $     35,000,000
J.P. Morgan Securities Inc......................      $     35,000,000
Mitsubishi Securities International plc.........      $     35,000,000
  Total:........................................      $  1,000,000,000


                                     S-I-1