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Eleven Madison Avenue New York, New York 10010 Telephone: (212) 325-0057 Facsimile: (212) 325-8072		677 Washington Boulevard Stamford, Connecticut 06901 Toll-Free: (888) 722-9555 ext. 4210 Call Collect: (203) 719-4210 Attn: Liability Management Group

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                                                                     EXHIBIT 4.9

                                   AMGEN INC.

                          Zero Coupon Convertible Notes
                                    due 2032
                              up to $2,359,102,000

                                     FORM OF
                                    INDENTURE

                               Dated ______, 2005

                        LASALLE BANK NATIONAL ASSOCIATION

                                     TRUSTEE

                             CROSS REFERENCE TABLE*


                                                            
TIA Section.................................................   Indenture Section
310(a)(1)...................................................         7.10
   (a)(2)...................................................         7.10
   (a)(3)...................................................         N.A.
   (a)(4)...................................................         N.A.
   (b)......................................................      7.08; 7.10
   (c)......................................................         N.A.
311(a)......................................................         N.A.
   (b)......................................................         N.A.
   (c)......................................................         N.A.
312(a)......................................................         2.05
   (b)......................................................         13.03
   (c)......................................................         13.03
313(a)......................................................         7.06
   (b)(1)...................................................         N.A.
   (b)(2)...................................................         7.06
   (c)......................................................         13.02
   (d)......................................................         7.06
314(a)......................................................   4.02; 4.03; 13.02
   (b)......................................................         N.A.
   (c)(1)...................................................         13.04
   (c)(2)...................................................         13.04
   (c)(3)...................................................         N.A.
   (d)......................................................         N.A.
   (e)......................................................         13.05
   (f)......................................................         N.A.
315(a)......................................................         7.01
   (b)......................................................      7.05; 13.02
   (c)......................................................         7.01
   (d)......................................................         7.01
   (e)......................................................         6.11
316(a) (last sentence)......................................         2.08
   (a)(1)(A)................................................         6.05
   (a)(1)(B)................................................         6.04
   (a)(2)...................................................         N.A.
   (b)......................................................         6.07
317(a)(1)...................................................         6.08
   (a)(2)...................................................         6.09
   (b)......................................................         2.04
318(a)......................................................         13.01


                           N.A. means Not Applicable.

- ----------
*    Note: This Cross Reference Table shall not, for any purpose, be deemed to
     be part of the Indenture.


                                        1

                               TABLE OF CONTENTS*



                                                                            PAGE
                                                                            ----
                                                                      
                ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01    Definitions..............................................     1
SECTION 1.02    Other Definitions........................................     7
SECTION 1.03    Incorporation by Reference of Trust Indenture Act........     8
SECTION 1.04    Rules of Construction....................................     8
SECTION 1.05    Acts of Holders..........................................     8

                            ARTICLE 2 THE SECURITIES

SECTION 2.01    Form and Dating..........................................    10
SECTION 2.02    Execution and Authentication.............................    11
SECTION 2.03    Registrar, Paying Agent, Conversion Agent and Bid
                   Solicitation Agent....................................    12
SECTION 2.04    Paying Agent to Hold Money and Securities in Trust.......    12
SECTION 2.05    Securityholder Lists.....................................    13
SECTION 2.06    Transfer and Conversion..................................    13
SECTION 2.07    Replacement Securities...................................    14
SECTION 2.08    Outstanding Securities; Determinations of
                   Holders' Action.......................................    15
SECTION 2.09    Temporary Securities.....................................    15
SECTION 2.10    Cancellation.............................................    16
SECTION 2.11    Persons Deemed Owners....................................    16
SECTION 2.12    Global Securities........................................    16
SECTION 2.13    CUSIP Numbers............................................    20

                       ARTICLE 3 REDEMPTION AND PURCHASES

SECTION 3.01    Right to Redeem; Notices to Trustee......................    20
SECTION 3.02    Selection of Securities to Be Redeemed...................    20
SECTION 3.03    Notice of Redemption.....................................    21
SECTION 3.04    Effect of Notice of Redemption...........................    22
SECTION 3.05    Deposit of Redemption Price..............................    22
SECTION 3.06    Securities Redeemed in Part..............................    22
SECTION 3.07    Conversion Arrangement on Call for Redemption............    22
SECTION 3.08    Purchase of Securities at Option of the Holder...........    23
SECTION 3.09    Purchase of Securities at Option of the Holder
                   upon Change in Control................................    25
SECTION 3.10    Effect of Purchase Notice or Change in Control
                   Purchase Notice.......................................    29
SECTION 3.11    Deposit of Purchase Price or Change in Control
                   Purchase Price........................................    30
SECTION 3.12    Securities Purchased in Part.............................    30


- ----------
*    Note: This Table of Contents shall not, for any purpose, be deemed to be
     part of the Indenture.


                                        i


                                                                      
SECTION 3.13    Covenant to Comply With Securities Laws Upon Purchase
                   of Securities.........................................    30
SECTION 3.14    Repayment to the Company.................................    31

                               ARTICLE 4 COVENANTS

SECTION 4.01    Payment of Securities....................................    31
SECTION 4.02    SEC and Other Reports....................................    32
SECTION 4.03    Compliance Certificate...................................    32
SECTION 4.04    Further Instruments and Acts.............................    32
SECTION 4.05    Maintenance of Office or Agency..........................    32
SECTION 4.06    Calculation of Tax Original Issue Discount...............    33

                         ARTICLE 5 SUCCESSOR CORPORATION

SECTION 5.01    When Company May Merge or Transfer Assets................    34

                         ARTICLE 6 DEFAULTS AND REMEDIES

SECTION 6.01    Events of Default........................................    35
SECTION 6.02    Acceleration.............................................    36
SECTION 6.03    Other Remedies...........................................    37
SECTION 6.04    Waiver of Past Defaults..................................    37
SECTION 6.05    Control by Majority......................................    38
SECTION 6.06    Limitation on Suits......................................    38
SECTION 6.07    Rights of Holders to Receive Payment.....................    38
SECTION 6.08    Collection Suit by Trustee...............................    39
SECTION 6.09    Trustee May File Proofs of Claim.........................    39
SECTION 6.10    Priorities...............................................    39
SECTION 6.11    Undertaking for Costs....................................    40
SECTION 6.12    Waiver of Stay, Extension or Usury Laws..................    40

                                ARTICLE 7 TRUSTEE

SECTION 7.01    Duties of Trustee........................................    41
SECTION 7.02    Rights of Trustee........................................    42
SECTION 7.03    Individual Rights of Trustee.............................    43
SECTION 7.04    Trustee's Disclaimer.....................................    43
SECTION 7.05    Notice of Defaults.......................................    44
SECTION 7.06    Reports by Trustee to Holders............................    44
SECTION 7.07    Compensation and Indemnity...............................    44
SECTION 7.08    Replacement of Trustee...................................    45
SECTION 7.09    Successor Trustee by Merger..............................    46
SECTION 7.10    Eligibility; Disqualification............................    46

                        ARTICLE 8 DISCHARGE OF INDENTURE

SECTION 8.01    Discharge of Liability on Securities.....................    47
SECTION 8.02    Repayment to the Company.................................    47



                                       ii


                                                                      
                              ARTICLE 9 AMENDMENTS

SECTION 9.01    Without Consent of Holders...............................    47
SECTION 9.02    With Consent of Holders..................................    48
SECTION 9.03    Compliance with Trust Indenture Act......................    49
SECTION 9.04    Revocation and Effect of Consents, Waivers and Actions...    49
SECTION 9.05    Notation on or Exchange of Securities....................    49
SECTION 9.06    Trustee to Sign Supplemental Indentures..................    49
SECTION 9.07    Effect of Supplemental Indentures........................    50

                     ARTICLE 10 SPECIAL TAX EVENT CONVERSION

SECTION 10.01   Optional Conversion to Semiannual Coupon Note
                   Upon Tax Event........................................    50

                              ARTICLE 11 CONVERSION

SECTION 11.01   Conversion Privilege.....................................    51
SECTION 11.02   Conversion Procedure.....................................    52
SECTION 11.03   Fractional Shares........................................    53
SECTION 11.04   Taxes on Conversion......................................    53
SECTION 11.05   Company to Provide Stock.................................    53
SECTION 11.06   Adjustment for Change In Capital Stock...................    54
SECTION 11.07   Adjustment for Rights Issue..............................    55
SECTION 11.08   Adjustment for Other Distributions.......................    56
SECTION 11.09   Adjustment for Cash Dividends............................    58
SECTION 11.10   Adjustment for Tender Offer..............................    58
SECTION 11.11   When Adjustment May Be Deferred..........................    59
SECTION 11.12   When No Adjustment Required..............................    60
SECTION 11.13   Notice of Adjustment.....................................    60
SECTION 11.14   Voluntary Increase.......................................    60
SECTION 11.15   Notice of Certain Transactions...........................    60
SECTION 11.16   Reorganization of Company; Special Distributions.........    61
SECTION 11.17   Company Determination Final..............................    62
SECTION 11.18   Trustee's Adjustment Disclaimer..........................    62
SECTION 11.19   Simultaneous Adjustments.................................    62
SECTION 11.20   Successive Adjustments...................................    62
SECTION 11.21   Rights Issued in Respect of Common Stock Issued
                   Upon Conversion.......................................    62
SECTION 11.22   Withholding Taxes for Adjustments in Conversion Rate.....    63

                         ARTICLE 12 PAYMENT OF INTEREST

SECTION 12.01   Interest Payments........................................    63
SECTION 12.02   Defaulted Interest.......................................    63
SECTION 12.03   Interest Rights Preserved................................    64

                            ARTICLE 13 MISCELLANEOUS

SECTION 13.01   Trust Indenture Act Controls.............................    64



                                      iii


                                                                      
SECTION 13.02   Notices; Address of Agency...............................    65
SECTION 13.03   Communication by Holders with Other Holders..............    66
SECTION 13.04   Certificate and Opinion as to Conditions Precedent.......    66
SECTION 13.05   Statements Required in Certificate or Opinion............    66
SECTION 13.06   Separability Clause......................................    67
SECTION 13.07   Rules by Trustee, Paying Agent, Conversion Agent
                   and Registrar.........................................    67
SECTION 13.08   Calculations.............................................    67
SECTION 13.09   Legal Holidays...........................................    67
SECTION 13.10   Governing Law............................................    67
SECTION 13.11   No Recourse Against Others...............................    67
SECTION 13.12   Successors...............................................    68
SECTION 13.13   Multiple Originals.......................................    68

                                LIST OF EXHIBITS

Exhibit A       Form of Security



                                       iv

          INDENTURE dated as of [____________], 2005 between AMGEN INC., a
Delaware corporation (the "Company"), and LaSalle Bank National Association, a
national banking association ("Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's Zero Coupon
Convertible Notes due 2032 (the "Securities"):

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01 Definitions.

          "Accreted Conversion Price" as of any date means the price determined
by dividing (x) the Accreted Principal Amount by (y) the Conversion Rate at such
date.

          "Accreted Principal Amount" means, at any date of determination, the
sum of (i) the Initial Principal Amount and (ii) the accrued Original Issue
Discount.

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

          "Applicable Conversion Rate" means the Conversion Rate on any Trading
Day, as adjusted in accordance with Article 11. For purposes of determining the
Conversion Value (as defined below), the Applicable Conversion Rate means the
Conversion Rate on the Conversion Date.

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

          "Applicable Stock Price" means the average of the Closing Prices of
the Common Stock during the Averaging Period.

          "Averaging Period" means each of the five consecutive Trading Days
during the period beginning on the third Trading Day following the Conversion
Date.

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

          "Business Day" means each day of the year other than a Saturday or a
Sunday or other day on which banking institutions in the City of New York or the
City of Chicago, Illinois are required or authorized to close.

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

          "Certificated Securities" means Securities that are substantially in
the form of the Securities attached hereto as Exhibit A.

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

          "Closing Price" of the Common Stock on any date means the closing per
share sale price (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in composite
transactions for the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, (i) as reported by the National
Association of Securities Dealers Automated Quotation System or by the National
Quotation Bureau Incorporated, or (ii) if such bid and ask prices are not
reported by the National Association of Securities Dealers Automated Quotation
System or by the National Quotation Bureau Incorporated, in a manner to be
determined by the Company on the basis of such quotation as the Company
considers appropriate in its sole and absolute discretion.

          "Common Stock" shall mean the shares of common stock, $0.0001 par
value, of the Company as it exists on the date of this Indenture or any other
shares of Capital Stock of the Company into which the Common Stock shall be
reclassified or changed.

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any two Officers.

          "Conversion Rate" means the number of shares of Common Stock issuable
upon conversion of a Security per $1,000 of Principal Amount at Maturity
thereof, subject to adjustment pursuant to Article 11.

          "Conversion Value" means the amount equal to (a) the Applicable
Conversion Rate multiplied by (b) the Applicable Stock Price.

          "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 135 South LaSalle Street, Suite 1960,
Attention: Corporate Trust Services Division, or such other address as the
Trustee may designate from time to time by notice to the Holders and the


                                        2

Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

          "Debt" means with respect to the Company at any date, without
duplication, obligations (other than nonrecourse obligations) for borrowed money
or evidenced by bonds, debentures, notes or similar instruments.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "Depositary" means DTC or the nominee thereof, or any successor
thereto.

          "DTC" means The Depository Trust Company.

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

          "Global Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A.

          "Holder" or "Securityholder" means a person in whose name a Security
is registered on the Registrar's books.

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

          "Initial Conversion Rate" means 8.8601 shares of Common Stock per
Security with a Principal Amount at Maturity of $1,000, subject to adjustment
pursuant to Article 11.

          "Initial Principal Amount" of any Security means, in connection with
the original issuance of such Security, the initial principal amount at which
the Security is issued as set forth on the face of the Security.

          "Interest Payment Date" means each date specified as such in paragraph
11(c) of the Securities.

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

          "Officer" means the Chairman of the Board, the Vice Chairman, the
Chief Executive Officer, the President, any Executive Vice President, any Senior
Vice President, any Vice President, the Treasurer or the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company.

          "Officers' Certificate" means a written certificate containing the
information specified in Sections 13.04 and 13.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee.


                                        3

          "Opinion of Counsel" means a written opinion containing the
information specified in Sections 13.04 and 13.05, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

          "Original Issue Discount" of any Security means the difference between
the Initial Principal Amount and the Principal Amount at Maturity of the
Security as set forth on the face of the Security.

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

          "Principal Amount at Maturity" of a Security means the Principal
Amount at Maturity as set forth on the face of the Security.

          "Protected Purchaser" shall have the meaning set forth in Section
2.07.

          "Purchase Date" means each date specified as such in paragraph 7 of
the Securities.

          "Purchase Price" means, with respect to any Purchase Date, the
applicable amount specified as such in paragraph 7 of the Securities.

          "Redemption Date" or "redemption date" means the date specified for
redemption of the Securities in accordance with the terms of the Securities and
this Indenture.

          "Redemption Price" or "redemption price" shall have the meaning set
forth in paragraph 6 of the Securities.

          "Regular Record Date" means, with respect to any Interest Payment
Date, the date specified in paragraph 11(c) of the Securities.

          "Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, or trust officer.

          "SEC" means the Securities and Exchange Commission.

          "Securities" means any of the Company's Zero Coupon Convertible Notes
due 2032, as amended or supplemented from time to time, issued under this
Indenture.

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

          "Securityholder" or "Holder" means a person in whose name a Security
is registered on the Registrar's books.

          "Significant Subsidiary" means a "significant subsidiary", as such
term is defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933,
as amended.


                                        4

          "Special Record Date" means for the payment of any Defaulted Interest,
the date fixed by the Trustee pursuant to Section 12.02.

          "Stated Maturity", when used with respect to any Security or any
installment of semiannual or contingent interest thereon, means the date
specified in such Security as the fixed date on which an amount equal to the
Principal Amount at Maturity of such Security or such installment of semiannual
or contingent interest is due and payable.

          "Subsidiary" means (i) a corporation, a majority of whose Voting Stock
is, at the date of determination, directly or indirectly owned by the Company,
by one or more Subsidiaries of the Company, or by the Company and one or more
Subsidiaries of the Company, (ii) a partnership in which the Company, a
Subsidiary of the Company or the Company and one or more Subsidiaries of the
Company, holds a majority interest in the equity capital or profits of such
partnership, or (iii) any other person (other than a corporation or a
partnership) in which the Company, a Subsidiary of the Company, or the Company
and one or more Subsidiaries of the Company, directly or indirectly, at the date
of determination, has (x) at least a majority ownership interest or (y) the
power to elect or direct the election of a majority of the directors or
trustees, as the case may be, or other governing body of such person.

          "Tax Event" means that the Company shall have received an opinion from
independent tax counsel experienced in such matters to the effect that, on or
after _________________, 2005, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, in each case which
amendment or change is enacted, promulgated, issued or announced or which
interpretation is issued or announced or which action is taken, on or
_________________, 2005, there is more than an insubstantial risk that amounts
that are treated as interest on the Securities for United States federal income
tax purposes, including amounts that are so treated based on the comparable
yield and the projected payment schedule for the Securities (which will be
available to a Holder upon written request to Amgen Inc., One Amgen Center
Drive, Thousand Oaks, California 91320-1799; Attention: Investor Relations) and
any "net positive adjustments," as defined in 1.1275-4(b)(6) of the Treasury
regulations promulgated by the Department of the Treasury pursuant to the
Internal Revenue Code of 1986, as amended (the "Treasury Regulations"),
resulting from interest payable on the Securities pursuant to Article 12 hereof
and from amounts of liquidated damages payable pursuant to the Registration
Rights Agreement (but excluding any other net positive adjustments), either (i)
would not be deductible on a current accrual basis or (ii) would not be
deductible under any other method, in either case in whole or in part, by the
Company (by reason of deferral, disallowance, or otherwise) for United States
federal income tax purposes.

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

          "Trading Day" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock


                                        5

Exchange, on the principal other national or regional securities exchange on
which the Common Stock is then listed or, if the Common Stock is not listed on a
national or regional securities exchange, on the National Association of
Securities Dealers Automated Quotation System or, if the Common Stock is not
quoted on the National Association of Securities Dealers Automated Quotation
System, on the principal other market on which the Common Stock is then traded.

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

          "Voting Stock" means, with respect to any corporation, association,
company or business trust, stock or other securities of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such corporation,
association, company or business trust, provided that, for the purposes hereof,
stock or other securities which carry only the right to vote conditionally on
the happening of an event shall not be considered Voting Stock whether or not
such event shall have happened.


                                        6

          SECTION 1.02 Other Definitions.



                                      Defined in
Term                                    Section
- ----                                  ----------
                                   
"Act"                                   1.05
"Agent Members"                         2.12(b)
"Average Closing Price"                11.01
"Bankruptcy Law"                        6.01
"beneficial owner"                      3.09(a)
"Bid Solicitation Agent"                2.03
"cash"                                  3.08(c)
"Change in Control"                     3.09(a)
"Change in Control Purchase Date"       3.09(a)
"Change in Control Purchase Notice"     3.09(c)
"Change in Control Purchase Price"      3.09(a)
"Company Notice"                        3.08(d)
"Company Notice Date"                   3.08(d)
"Conversion Agent"                      2.03
"Conversion Date"                      11.02
"Custodian"                             6.01
"Defaulted Interest"                   12.02
"Event of Default"                      6.01
"Ex-Dividend Date"                     11.08(b)
"Ex-Dividend Time"                     11.01
"Legal Holiday"                        13.09
"LYONs"                                 4.06
"Net Share Amount"                     11.01
"noncontingent bond method"             4.06
"Notice of Default"                     6.01
"Option Exercise Date"                 10.01
"Paying Agent"                          2.03
"Post-Distribution Price"              11.08(b)
"Purchased Shares"                     11.10
"Purchase Notice"                       3.08(a)
"Registrar"                             2.03
"Required Cash Amount"                 11.01
"Restated Principal Amount"            10.01
"Rights"                               11.21
"Rights Agreement"                     11.21
"Securities Market Price"              Exhibit A
"Special Record Date"                  12.02
"Tax Event Date"                       10.01
"Tax OID"                               4.06
"Time of Determination"                11.01



                                        7

          SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company.

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

          SECTION 1.04 Rules of Construction.

          Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

          (4) "including" means including, without limitation; and

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

          SECTION 1.05 Acts of Holders.

          Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments (which may take the form
of an electronic writing or messaging or otherwise be in accordance with
customary procedures of the Depositary or the Trustee) of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing
(which may be in electronic form); and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such


                                        8

instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent (either of which may be in electronic form)
shall be sufficient for any purpose of this Indenture and conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

          (b) The ownership of Securities shall be proved by the register for
the Securities maintained by the Registrar.

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

          (d) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a resolution of the Board of Directors, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.


                                        9

                                   ARTICLE 2

                                 THE SECURITIES

          SECTION 2.01 Form and Dating.

          The Securities and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A, which is a part of this Indenture.
The Securities may have notations, legends or endorsements required by law,
stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Security shall be dated the date of its authentication.

          (a) Global Securities in General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate Principal Amount at Maturity of
outstanding Securities from time to time endorsed thereon and that the aggregate
Principal Amount at Maturity of outstanding Securities represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions and conversions. Except as provided in this Section 2.01, 2.06 or
2.12, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of Certificated Securities.

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

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

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

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


                                       10

     VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
     OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE
     BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
     SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
     THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
     THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON
     THE REVERSE HEREOF."

          (c) Certificated Securities. Securities not issued as interests in the
Global Securities will be issued in certificated form substantially in the form
of Exhibit A attached hereto.

          SECTION 2.02 Execution and Authentication.

          The Securities shall be executed on behalf of the Company by any
Officer. The signature of the Officer on the Securities may be manual or
facsimile.

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

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

          Subject to the terms of Section 13.04 and 13.05 hereof, the Trustee
shall authenticate and deliver Securities for original issue in an aggregate
Principal Amount at Maturity of up to $2,359,102,000 (subject to Section 2.07
hereof) upon a Company Order without any further action by the Company. The
aggregate Principal Amount at Maturity of Securities outstanding at any time may
not exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.07.

          The Securities shall be issued only in registered form without coupons
and only in denominations of $1,000 of Principal Amount at Maturity and any
integral multiple thereof.

          The Trustee shall have the right to decline to authenticate and
deliver any securities under this Section if the Trustee, being advised by
counsel, determines that such action may not be lawfully taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.


                                       11

          SECTION 2.03 Registrar, Paying Agent, Conversion Agent and Bid
Solicitation Agent.

          The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange for other Securities
("Registrar"), an office or agency where Securities may be presented for
purchase or payment ("Paying Agent") and an office or agency where Securities
may be presented for conversion into Common Stock ("Conversion Agent"). The
Company shall also appoint a bid solicitation agent (the "Bid Solicitation
Agent") to act pursuant to paragraph 5 of the Securities. The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars, one or more additional paying agents
and one or more additional conversion agents. The term Paying Agent includes any
additional paying agent, including any named pursuant to Section 4.05. The term
Conversion Agent includes any additional conversion agent, including any named
pursuant to Section 4.05.

          The Company shall enter into an appropriate agency agreement with any
Registrar or co-registrar, Paying Agent, Conversion Agent or Bid Solicitation
Agent (other than the Trustee). The agreement shall implement the provisions of
this Indenture that relate to such agent. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.07. The Company or any Subsidiary or an Affiliate of
either of them may act as Paying Agent, Registrar, Conversion Agent or
co-registrar. None of the Company or any Subsidiary or any Affiliate of either
of them may act as Bid Solicitation Agent.

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

          SECTION 2.04 Paying Agent to Hold Money and Securities in Trust.

          Except as otherwise provided herein, by no later than 10:00 a.m., New
York City time, on or prior to each due date of payments in respect of any
Security, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) or Common Stock
sufficient to make such payments when so becoming due. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money and Common Stock held by the Paying Agent for the making of payments in
respect of the Securities and shall notify the Trustee of any default by the
Company in making any such payment. At any time during the continuance of any
such default, the Paying Agent shall, upon the written request of the Trustee,
forthwith pay to the Trustee all money and Common Stock so held in trust. If the
Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it
shall segregate the money and Common Stock held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money and Common Stock held by it to the Trustee and to account for
any funds and Common Stock disbursed by it. Upon doing so, the Paying Agent
shall have no further liability for the money or Common Stock.


                                       12

          SECTION 2.05 Securityholder Lists.

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

          SECTION 2.06 Transfer and Conversion.

          Subject to Section 2.12 hereof,

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

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

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

          (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this


                                       13

Section 2.06(b). Transfers of a Global Security shall be limited to transfers of
such Global Security in whole, or in part, to nominees of the Depositary or to a
successor of the Depositary or such successor's nominee.

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

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

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

          SECTION 2.07 Replacement Securities.

          (a) If (i) any mutilated Security is surrendered to the Trustee, or
(ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a protected purchaser within the
meaning of Article 8 of the Uniform Commercial Code as in effect from time to
time in the State of New York (a "Protected Purchaser"), the Company shall
execute and upon its written request the Trustee shall authenticate and deliver,
in exchange for any such mutilated Security or in lieu of any such destroyed,
lost or stolen Security, a new Security of like tenor and Principal Amount at
Maturity, bearing a number not contemporaneously outstanding.

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

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

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

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


                                       14

          SECTION 2.08 Outstanding Securities; Determinations of Holders'
Action.

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

          (b) If a Security is replaced pursuant to Section 2.07, the replaced
Security ceases to be outstanding unless the Trustee and the Company receive
proof satisfactory to each of them that the replaced Security is held by a
Protected Purchaser.

          (c) If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Original Issue Discount and interest (including
contingent interest), if any, on such Securities shall cease to accrue whether
or not the Security is delivered to the Paying Agent; provided, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture.

          (d) If a Security is converted in accordance with Article 11, then
from and after the time of conversion on the Conversion Date, such Security
shall cease to be outstanding and Original Issue Discount and interest
(including contingent interest), if any, shall cease to accrue on such Security.

          SECTION 2.09 Temporary Securities.

          (a) Pending the preparation of definitive Securities, the Company may
execute, and the Trustee upon receipt of a Company Order shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.


                                       15

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

          SECTION 2.10 Cancellation.

          All Securities surrendered for payment, purchase by the Company
pursuant to Article 3, conversion, redemption or registration of transfer or
exchange shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. The Company may not issue new Securities to replace Securities
it has paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article 11. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in accordance with the
Trustee's customary procedure.

          SECTION 2.11 Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of the Security or
the payment of any Redemption Price, Purchase Price or Change in Control
Purchase Price in respect thereof, and interest (including contingent interest,
if any) thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

          SECTION 2.12 Global Securities.

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


                                       16

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

          (ii) Restrictions on Transfer of a Beneficial Interest in a Global
               Security for a Certificated Security. A beneficial interest in a
               Global Security may not be exchanged for a Certificated Security
               except upon satisfaction of the requirements set forth below.
               Upon receipt by the Trustee of a request for transfer of a
               beneficial interest in a Global Security in accordance with
               Applicable Procedures for a Certificated Security in the form
               satisfactory to the Trustee, together with written instructions
               to the Trustee to make, or direct the Registrar to make, an
               adjustment on its books and records with respect to such Global
               Security to reflect a decrease in the aggregate Principal Amount
               at Maturity of the Securities represented by the Global Security,
               such instructions to contain information regarding the Depositary
               account to be credited with such decrease,

     then the Trustee shall cause, or direct the Registrar to cause, in
     accordance with the standing instructions and procedures existing between
     the Depositary and the Registrar, the aggregate Principal Amount at
     Maturity of Securities represented by the Global Security to be decreased
     by the aggregate Principal Amount at Maturity of the Certificated Security
     to be issued, shall authenticate and deliver such Certificated Security and
     shall debit or cause to be debited to the account of the Person specified
     in such instructions a beneficial interest in the Global Security equal to
     the Principal Amount at Maturity of the Certificated Security so issued.

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

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

               (y) to exchange such Certificated Securities for an equal
               Principal Amount at Maturity of Certificated Securities of other
               authorized denominations,

     the Registrar shall register the transfer or make the exchange as requested
     if its reasonable requirements for such transaction are met; provided,
     however, that the Certificated Securities surrendered for registration of
     transfer or exchange shall be duly endorsed or accompanied by a written
     instrument of transfer in form reasonably


                                       17

     satisfactory to the Company and the Registrar, duly executed by the Holder
     thereof or his attorney duly authorized in writing.

          (iv) Restrictions on Transfer of a Certificated Security for a
               Beneficial Interest in a Global Security. A Certificated Security
               may not be exchanged for a beneficial interest in a Global
               Security except upon satisfaction of the requirements set forth
               below.

          Upon receipt by the Trustee of a Certificated Security, duly endorsed
          or accompanied by appropriate instruments of transfer, in form
          satisfactory to the Trustee, together with written instructions
          directing the Trustee to make, or to direct the Registrar to make, an
          adjustment on its books and records with respect to such Global
          Security to reflect an increase in the aggregate Principal Amount at
          Maturity of the Securities represented by the Global Security, such
          instructions to contain information regarding the Depositary account
          to be credited with such increase, then the Trustee shall cancel such
          Certificated Security and cause, or direct the Registrar to cause, in
          accordance with the standing instructions and procedures existing
          between the Depositary and the Registrar, the aggregate Principal
          Amount at Maturity of Securities represented by the Global Security to
          be increased by the aggregate Principal Amount at Maturity of the
          Certificated Security to be exchanged, and shall credit or cause to be
          credited to the account of the Person specified in such instructions a
          beneficial interest in the Global Security equal to the Principal
          Amount at Maturity of the Certificated Security so cancelled. If no
          Global Securities are then outstanding, the Company shall issue and
          the Trustee upon receipt of a Company Order shall authenticate a new
          Global Security in the appropriate Principal Amount at Maturity.

          (b) The provisions of clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

               (1) Notwithstanding any other provisions of this Indenture or the
               Securities, except as provided in Section 2.12(a)(ii), a Global
               Security shall not be exchanged in whole or in part for a
               Security registered in the name of any Person other than the
               Depositary or one or more nominees thereof, provided that a
               Global Security may be exchanged for Securities registered in the
               names of any person designated by the Depositary in the event
               that (i) the Depositary has notified the Company that it is
               unwilling or unable to continue as Depositary for such Global
               Security or such Depositary has ceased to be a "clearing agency"
               registered under the Exchange Act, and a successor Depositary is
               not appointed by the Company within 90 days, (ii) the Company
               decides to discontinue use of the system of book-entry transfer
               through DTC (or any successor depositary); or (iii) an Event of
               Default has occurred and is continuing with respect to the
               Securities. Any Global Security exchanged pursuant to clause (i)
               or (ii) above shall be so exchanged in whole and not in part, and
               any Global Security exchanged pursuant to clause (iii) above may
               be exchanged in whole or from time to time in part as directed by
               the


                                       18

               Depositary. Any Security issued in exchange for a Global Security
               or any portion thereof shall be a Global Security; provided that
               any such Security so issued that is registered in the name of a
               Person other than the Depositary or a nominee thereof shall not
               be a Global Security.

               (2) Securities issued in exchange for a Global Security or any
               portion thereof shall be issued in definitive, fully registered
               form, without interest coupons, shall have an aggregate Principal
               Amount at Maturity equal to that of such Global Security or
               portion thereof to be so exchanged, shall be registered in such
               names and be in such authorized denominations as the Depositary
               shall designate and shall bear the applicable legends provided
               for herein. Any Global Security to be exchanged in whole shall be
               surrendered by the Depositary to the Trustee, as Registrar. With
               regard to any Global Security to be exchanged in part, either
               such Global Security shall be so surrendered for exchange or, if
               the Trustee is acting as custodian for the Depositary or its
               nominee with respect to such Global Security, the Principal
               Amount at Maturity thereof shall be reduced, by an amount equal
               to the portion thereof to be so exchanged, by means of an
               appropriate adjustment made on the records of the Trustee. Upon
               any such surrender or adjustment, the Trustee shall authenticate
               and deliver the Security issuable on such exchange to or upon the
               order of the Depositary or an authorized representative thereof.

               (3) Subject to the provisions of clause (5) below, the registered
               Holder may grant proxies and otherwise authorize any Person,
               including Agent Members (as defined below) and persons that may
               hold interests through Agent Members, to take any action which a
               holder is entitled to take under this Indenture or the
               Securities.

               (4) In the event of the occurrence of any of the events specified
               in clause (1) above, the Company will promptly make available to
               the Trustee a reasonable supply of Certificated Securities in
               definitive, fully registered form, without interest coupons.

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


                                       19

               person on whose behalf an Agent Member may act, the operation of
               customary practices of such Persons governing the exercise of the
               rights of a holder of any Security.

          SECTION 2.13 CUSIP Numbers.

          The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

          SECTION 3.01 Right to Redeem; Notices to Trustee.

          The Company, at its option, may redeem the Securities in accordance
with the provisions of paragraphs 6 and 8 of the Securities. If the Company
elects to redeem Securities pursuant to paragraph 6 of the Securities, it shall
notify the Trustee in writing of the Redemption Date, the Principal Amount at
Maturity of Securities to be redeemed, the CUSIP number of Securities to be
redeemed, the Redemption Price and the amount of semiannual and contingent
interest, if any, payable on the Redemption Date.

          The Company shall give the notice to the Trustee provided for in this
Section 3.01 by a Company Order, at least 25 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

          SECTION 3.02 Selection of Securities to Be Redeemed.

          If less than all the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed pro rata or by lot or by any other method
selected by the Trustee in its sole discretion (so long as such method is not
prohibited by the rules of any stock exchange on which the Securities are then
listed). The Trustee shall make the selection at least 15 days but not more than
60 days before the Redemption Date from outstanding Securities not previously
called for redemption.

          Securities and portions of them the Trustee selects shall be in
Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.


                                       20

          Securities and portions of Securities that are to be redeemed are
convertible, pursuant to paragraph 9 of the Securities, by the Holder thereof
until the close of business on the second Business Day prior to the Redemption
Date. If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed may be treated by
the Trustee as outstanding for the purpose of such selection.

          SECTION 3.03 Notice of Redemption.

          At least 15 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

          The notice shall identify the Securities to be redeemed and shall
state:

          (1) the Redemption Date;

          (2) the Redemption Price and, to the extent known at the time of such
          notice, the amount of semiannual and contingent interest, if any,
          payable on the Redemption Date;

          (3) the Conversion Rate;

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

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

          (6) that Holders who want to convert Securities must satisfy the
          requirements set forth in paragraph 9 of the Securities;

          (7) that Securities called for redemption must be surrendered to the
          Paying Agent to collect the Redemption Price and semiannual and
          contingent interest, if any;

          (8) if fewer than all the outstanding Securities are to be redeemed,
          the certificate number and Principal Amounts at Maturity of the
          particular Securities to be redeemed;

          (9) that, unless the Company defaults in making payment of such
          Redemption Price and semiannual and contingent interest, if any,
          Original Issue Discount and interest (including semiannual and
          contingent interest), if any, on Securities called for redemption will
          cease to accrue on and after the Redemption Date and the Securities
          will cease to be convertible; and


                                       21

          (10) the CUSIP number of the Securities.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company provides the Trustee with the form of notice and makes such request at
least three Business Days (unless a shorter period shall be satisfactory to the
Trustee) prior to the date such notice of redemption must be mailed.

          SECTION 3.04 Effect of Notice of Redemption.

          Once notice of redemption is given, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price
(together with accrued semiannual and contingent interest, if any, to but not
including the date of redemption) stated in the notice except for Securities
which are converted in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price (together with accrued semiannual and contingent interest, if any, to but
not including the date of redemption) stated in the notice.

          SECTION 3.05 Deposit of Redemption Price.

          Prior to 10:00 a.m. (New York City time) on any Redemption Date, the
Company shall deposit with the Paying Agent (or if the Company or a Subsidiary
or an Affiliate of either of them is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the Redemption Price of, and any accrued and
unpaid semiannual and contingent interest to but not including the date of
redemption with respect to, all Securities to be redeemed on that date other
than Securities or portions of Securities called for redemption which on or
prior thereto have been delivered by the Company to the Trustee for cancellation
or have been converted. The Paying Agent shall as promptly as practicable return
to the Company any money, not required for that purpose because of conversion of
Securities pursuant to Article 11. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

          SECTION 3.06 Securities Redeemed in Part.

          Upon surrender of a Security that is redeemed in part, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder a new
Security in an authorized denomination equal in Principal Amount at Maturity to
the unredeemed portion of the Security surrendered.

          SECTION 3.07 Conversion Arrangement on Call for Redemption.

          In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities called for redemption
by an agreement with one or more investment banks or other purchasers to
purchase such Securities by paying to the Trustee in trust for the
Securityholders, on or prior to 10:00 a.m. New York City time on the Redemption
Date, an amount that, together with any amounts deposited with the Trustee by
the Company for the redemption of such Securities, is not less than the
Redemption Price of, and any accrued and unpaid semiannual and contingent
interest with respect to, such Securities. Notwithstanding


                                       22

anything to the contrary contained in this Article 3, the obligation of the
Company to pay the Redemption Prices of such Securities shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 11) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Business Day prior to the
Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

          SECTION 3.08 Purchase of Securities at Option of the Holder.

          (a) General. Securities shall be purchased by the Company pursuant to
paragraph 7 of the Securities at the option of the Holder thereof, upon:

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

               (A) the certificate number of the Security which the Holder will
               deliver to be purchased,

               (B) the portion of the Principal Amount at Maturity of the
               Security which the Holder will deliver to be purchased, which
               portion must be a Principal Amount at Maturity of $1,000 or an
               integral multiple thereof,

               (C) that such Security shall be purchased as of the Purchase Date
               pursuant to the terms and conditions specified in paragraph 7 of
               the Securities and in this Indenture; and

          (2) delivery of such Security to the Paying Agent prior to, on or
          after the Purchase Date (together with all necessary endorsements) at
          the offices of the Paying Agent, such delivery being a condition to
          receipt by the Holder of the Purchase Price therefor; provided,
          however, that such Purchase Price shall be so paid pursuant to this
          Section 3.08 only if the Security so delivered to the Paying


                                       23

          Agent shall conform in all respects to the description thereof in the
          related Purchase Notice, as determined by the Company.

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

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the consideration to
be received by the Holder (including accrued and unpaid semiannual and
contingent interest, if any) on or prior to the third Business Day following the
later of the Purchase Date and the time of delivery of the Security.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 3.08(a)
shall have the right to withdraw such Purchase Notice at any time prior to the
close of business on the Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.10.

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

          (b) Officers' Certificate. At least three Business Days before the
Company Notice Date, the Company shall deliver an Officers' Certificate to the
Trustee specifying:

          (i) the information required by Section 3.08(d), and

          (ii) whether the Company desires the Trustee to give the Company
          Notice required by Section 3.08(d).

          (c) Purchase with Cash. On the third Business Day following the
Purchase Date, the Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 3.08(a) has been given shall be paid by the Company
with U.S. legal tender ("cash") equal to the aggregate Purchase Price of such
Securities.

          (d) Company Notice. The Company's notice of procedures that Holders
must follow to require the Company to purchase Securities pursuant to this
Section 3.08 (the "Company Notice") shall be sent to Holders (and to beneficial
owners as required by applicable law) in the manner provided in Section 13.02
not less than 20 Business Days prior to such Purchase Date (the "Company Notice
Date").

          Each Company Notice shall include a form of Purchase Notice to be
completed by a Securityholder and shall state:

          (i) the Purchase Price, the Conversion Rate and, to the extent known
          at the time of such notice, the amount of semiannual and contingent
          interest, if any, that will be accrued and payable with respect to the
          Securities as of the Purchase Date;


                                       24

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

          (iii) that Securities as to which a Purchase Notice has been given may
          be converted pursuant to Article 11 hereof only if the applicable
          Purchase Notice has been withdrawn in accordance with the terms of
          this Indenture;

          (iv) that Securities must be surrendered to the Paying Agent to
          collect payment of the Purchase Price and contingent interest, if any;

          (v) that the Purchase Price for any Security as to which a Purchase
          Notice has been given and not withdrawn, together with any accrued
          semiannual and contingent interest payable with respect thereto, will
          be paid on or prior to the third Business Day following the later of
          the Purchase Date and the time of surrender of such Security as
          described in (iv);

          (vi) the procedures the Holder must follow to exercise rights under
          Section 3.08 and a brief description of those rights;

          (vii) briefly, the conversion rights of the Securities;

          (viii) the procedures for withdrawing a Purchase Notice (including,
          without limitation, for a conditional withdrawal pursuant to the terms
          of Section 3.10);

          (ix) that, unless the Company defaults in making payment of such
          Purchase Price and semiannual and contingent interest, if any,
          Original Issue Discount and interest (including semiannual and
          contingent interest), if any, on Securities surrendered for purchase
          will cease to accrue on and after the Purchase Date; and

          (x) the CUSIP number of the Securities.

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

          (e) Procedure upon Purchase. The Company shall deposit cash at the
time and in the manner as provided in Section 3.11, sufficient to pay the
aggregate Purchase Price of, and any accrued and unpaid semiannual and
contingent interest with respect to, all Securities to be purchased pursuant to
this Section 3.08.

          (f) Taxes. Nothing herein shall preclude any income tax withholding
required by law or regulations.

          SECTION 3.09 Purchase of Securities at Option of the Holder upon
Change in Control.

          (a) If on or prior to the date specified in paragraph 7 of the
Securities, there shall have occurred a Change in Control, Securities shall be
purchased by the Company, at the option of the Holder thereof, at a purchase
price specified in paragraph 7 of the Securities (the "Change


                                       25

in Control Purchase Price"), as of the date that is no later than 35 Business
Days after the occurrence of the Change in Control but in no event prior to the
date on which such Change in Control occurs (the "Change in Control Purchase
Date"), subject to satisfaction by or on behalf of the Holder of the
requirements set forth in Section 3.09(c).

          A "Change in Control" shall be deemed to have occurred at such time as
either of the following events shall occur:

          (1) any person or group, other than the Company, its Subsidiaries or
          any employee benefits plan of the Company or its Subsidiaries, files a
          Schedule 13D or Schedule TO (or any successor schedule, form or
          report) pursuant to the Exchange Act, disclosing that such person has
          become the beneficial owner of 50% or more of the voting power of the
          Common Stock then outstanding or other capital stock into which the
          Common Stock is reclassified or changed; provided, however, that a
          person shall not be deemed beneficial owner of, or to own
          beneficially, (A) any securities tendered pursuant to a tender or
          exchange offer made by or on behalf of such person or any of such
          person's Affiliates until such tendered securities are accepted for
          purchase or exchange thereunder, or (B) any securities if such
          beneficial ownership (1) arises solely as a result of a revocable
          proxy delivered in response to a proxy or consent solicitation made
          pursuant to the applicable rules and regulations under the Exchange
          Act, and (2) is not also then reportable on Schedule 13D (or any
          successor schedule) under the Exchange Act; or

          (2) the Company consolidates with or merges with or into another
          person (other than a Subsidiary of the Company), or sells, conveys,
          transfers or leases all or substantially all of its properties and
          assets to any person (other than a Subsidiary of the Company) or any
          person (other than a Subsidiary of the Company) consolidates with or
          merges with or into the Company, and the outstanding Voting Stock of
          the Company is reclassified into, converted for or converted into the
          right to receive any other property or security, provided that none of
          these circumstances will be a change in control if the persons that
          beneficially own the Voting Stock of the Company immediately prior to
          the transaction own, directly or indirectly, shares with a majority of
          the total voting power of all outstanding Voting Stock of the
          surviving or transferee person that are entitled to vote generally in
          the election of that person's board of directors, managers or trustees
          immediately after the transaction.

          For purposes of defining a change in control:

          (x) the term "person" and the term "group" have the meanings given by
          Section 13(d) and 14(d) of the Exchange Act or any successor
          provisions;

          (y) the term "group" includes any group acting for the purpose of
          acquiring, holding or disposing of securities within the meaning of
          Rule 13d-5(b)(1) under the Exchange Act or any successor provision;
          and


                                       26

          (z) the term "beneficial owner" is determined in accordance with Rules
          13d-3 and 13d-5 under the Exchange Act or any successor provisions,
          except that a person will be deemed to have beneficial ownership of
          all shares that person has the right to acquire irrespective of
          whether that right is exercisable immediately or only after the
          passage of time.

          (b) Within 15 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:

          (1) briefly, the events causing a Change in Control and the date of
          such Change in Control;

          (2) the date by which the Change in Control Purchase Notice pursuant
          to this Section 3.09 must be given;

          (3) the Change in Control Purchase Date;

          (4) the Change in Control Purchase Price and, to the extent known at
          the time of such notice, the amount of semiannual and contingent
          interest, if any, that will be accrued and payable with respect to the
          Securities as of the Change in Control Purchase Date;

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

          (6) the Conversion Rate and any adjustments thereto;

          (7) that Securities as to which a Change in Control Purchase Notice
          has been given may be converted pursuant to Article 11 hereof only if
          the Change in Control Purchase Notice has been withdrawn in accordance
          with the terms of this Indenture;

          (8) that Securities must be surrendered to the Paying Agent to collect
          payment of the Change in Control Purchase Price and contingent
          interest, if any;

          (9) that the Change in Control Purchase Price for any Security as to
          which a Change in Control Purchase Notice has been duly given and not
          withdrawn, together with any accrued semiannual and contingent
          interest payable with respect thereto, will be paid on or prior to the
          third Business Day following the later of the Change in Control
          Purchase Date and the time of surrender of such Security as described
          in (8);

          (10) briefly, the procedures the Holder must follow to exercise rights
          under this Section 3.09;

          (11) briefly, the conversion rights of the Securities;


                                       27

          (12) the procedures for withdrawing a Change in Control Purchase
          Notice;

          (13) that, unless the Company defaults in making payment of such
          Change in Control Purchase Price and semiannual and contingent
          interest, if any, Original Issue Discount and interest (including
          semiannual and contingent interest), if any, on Securities surrendered
          for purchase will cease to accrue on and after the Change in Control
          Purchase Date; and

          (14) the CUSIP number of the Securities.

          (c) A Holder may exercise its rights specified in Section 3.09(a) upon
delivery of a written notice of purchase (a "Change in Control Purchase Notice")
to the Paying Agent at any time prior to the close of business on the Change in
Control Purchase Date, stating:

          (1) the certificate number of the Security which the Holder will
          deliver to be purchased;

          (2) the portion of the Principal Amount at Maturity of the Security
          which the Holder will deliver to be purchased, which portion must be
          $1,000 or an integral multiple thereof; and

          (3) that such Security shall be purchased pursuant to the terms and
          conditions specified in paragraph 7 of the Securities.

          The delivery of such Security to the Paying Agent prior to, on or
after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.09 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

          The Company shall purchase from the Holder thereof, pursuant to this
Section 3.09, a portion of a Security if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.09 shall be consummated by the delivery of the consideration to
be received by the Holder (together with accrued and unpaid semiannual and
contingent interest, if any) on or prior to the third Business Day following the
later of the Change in Control Purchase Date and the time of delivery of the
Security to the Paying Agent in accordance with this Section 3.09.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change in Control Purchase Notice contemplated by this
Section 3.09(c) shall have the right to withdraw such Change in Control Purchase
Notice at any time prior to the close of business on the Change in Control
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 3.10.


                                       28

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

          The Company shall not be required to comply with this Section 3.09 if
a third party mails a written notice of Change in Control in the manner, at the
times and otherwise in compliance with this Section 3.09 and repurchases all
Securities for which a Change in Control Purchase Notice shall be delivered and
not withdrawn.

          SECTION 3.10 Effect of Purchase Notice or Change in Control Purchase
Notice.

          Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 3.08(a) or Section 3.09(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, and any accrued and unpaid semiannual and contingent interest, with respect
to such Security. Such Purchase Price or Change in Control Purchase Price and
semiannual and contingent interest, if any, shall be paid to such Holder,
subject to receipt of funds by the Paying Agent, on or prior to the third
Business Day following the later of (x) the Purchase Date or the Change in
Control Purchase Date, as the case may be, with respect to such Security
(provided the conditions in Section 3.08(a) or Section 3.09(c), as applicable,
have been satisfied) and (y) the time of delivery of such Security to the Paying
Agent by the Holder thereof in the manner required by Section 3.08(a) or Section
3.09(c), as applicable. Securities in respect of which a Purchase Notice or
Change in Control Purchase Notice, as the case may be, has been given by the
Holder thereof may not be converted pursuant to Article 11 hereof on or after
the date of the delivery of such Purchase Notice or Change in Control Purchase
Notice, as the case may be, unless such Purchase Notice or Change in Control
Purchase Notice, as the case may be, has first been validly withdrawn as
specified in the following two paragraphs.

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

          (1) the certificate number of the Security in respect of which such
          notice of withdrawal is being submitted,

          (2) the Principal Amount at Maturity of the Security with respect to
          which such notice of withdrawal is being submitted, and

          (3) the Principal Amount at Maturity, if any, of such Security which
          remains subject to the original Purchase Notice or Change in Control
          Purchase Notice, as the case may be, and which has been or will be
          delivered for purchase by the Company.


                                       29

          A written notice of withdrawal of a Purchase Notice may be in the form
set forth in the preceding paragraph.

          There shall be no purchase of any Securities pursuant to Section 3.08
or 3.09 if there has occurred (prior to, on or after, as the case may be, the
giving, by the Holders of such Securities, of the required Purchase Notice or
Change in Control Purchase Notice, as the case may be) and is continuing an
Event of Default (other than a default in the payment of the Purchase Price or
Change in Control Purchase Price, as the case may be, and any accrued and unpaid
contingent interest with respect to such Securities). The Paying Agent will
promptly return to the respective Holders thereof any Securities (x) with
respect to which a Purchase Notice or Change in Control Purchase Notice, as the
case may be, has been withdrawn in compliance with this Indenture, or (y) held
by it during the continuance of an Event of Default (other than a default in the
payment of the Purchase Price or Change in Control Purchase Price, as the case
may be, and any accrued and unpaid contingent interest with respect to such
Securities) in which case, upon such return, the Purchase Notice or Change in
Control Purchase Notice with respect thereto shall be deemed to have been
withdrawn.

          SECTION 3.11 Deposit of Purchase Price or Change in Control Purchase
Price.

          Prior to 10:00 a.m. (New York City time) on or prior to the third
Business Day following the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Company shall deposit with the Trustee or with the
Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of
them is acting as the Paying Agent, shall segregate and hold in trust as
provided in Section 2.04) an amount of money (in immediately available funds if
deposited on such Business Day) sufficient to pay the aggregate Purchase Price
or Change in Control Purchase Price, as the case may be, of, and any accrued and
unpaid contingent interest with respect to, all the Securities or portions
thereof which are to be purchased as of the Purchase Date or Change in Control
Purchase Date, as the case may be.

          SECTION 3.12 Securities Purchased in Part.

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

          SECTION 3.13 Covenant to Comply With Securities Laws Upon Purchase of
Securities.

          In connection with any offer to purchase or purchase of Securities
under Section 3.08 or 3.09 hereof (provided that such offer or purchase
constitutes an "issuer tender


                                       30

offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall, to the extent required by law, (i) comply with
Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act
which may then apply and (ii) otherwise comply with all Federal and state
securities laws so as to permit the rights and obligations under Sections 3.08
and 3.09 to be exercised in the time and in the manner specified in Sections
3.08 and 3.09.

          SECTION 3.14 Repayment to the Company.

          The Trustee and the Paying Agent shall return to the Company any cash
that remains unclaimed as provided in paragraph 15 of the Securities, together
with interest, if any, thereon (subject to the provisions of Section 7.01(f)),
held by them for the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be, or contingent interest, if any; provided, however,
that to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.11 exceeds the aggregate Purchase Price or Change in
Control Purchase Price, as the case may be, of, and the accrued and unpaid
contingent interest with respect to, the Securities or portions thereof which
the Company is obligated to purchase as of the Purchase Date or Change in
Control Purchase Date, as the case may be, whether as a result of withdrawal or
otherwise, then promptly after the Business Day following the Purchase Date or
Change in Control Purchase Date, as the case may be, the Trustee shall return
any such excess to the Company together with interest, if any, thereon (subject
to the provisions of Section 7.01(f)).

                                    ARTICLE 4

                                    COVENANTS

          SECTION 4.01 Payment of Securities.

          The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities or pursuant
to this Indenture. Any amounts to be given to the Trustee or Paying Agent, shall
be deposited with the Trustee or Paying Agent by 10:00 a.m., New York City time,
by the Company. Principal Amount at Maturity, Restated Principal Amount,
Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control
Purchase Price, and semiannual and contingent interest, if any, shall be
considered paid on the applicable date due if on such date (or, in the case of a
Purchase Price or Change in Control Purchase Price, on or prior to the third
Business Day following the applicable Purchase Date or Change in Control
Purchase Date, as the case may be) the Trustee or the Paying Agent holds, in
accordance with this Indenture, money or securities, if permitted hereunder,
sufficient to pay all such amounts then due.

          The Company shall, to the extent permitted by law, pay interest on
overdue amounts at the rate per annum set forth in paragraph 1 of the
Securities, compounded semiannually, which interest shall accrue from the date
such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.


                                       31

          SECTION 4.02 SEC and Other Reports.

          If requested by the Trustee, the Company shall deliver to the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. In the event the Company is at any time no longer subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall
continue to provide the Trustee with reports containing substantially the same
information as would have been required to be filed with the SEC had the Company
continued to have been subject to such reporting requirements. In such event,
such reports shall be provided at the times the Company would have been required
to provide reports had it continued to have been subject to such reporting
requirements. The Company also shall comply with the other provisions of TIA
Section 314(a). Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of the same
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          SECTION 4.03 Compliance Certificate.

          The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending on
December 31, 2005) an Officers' Certificate, stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

          SECTION 4.04 Further Instruments and Acts.

          Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

          SECTION 4.05 Maintenance of Office or Agency.

          The Company will maintain an office or agency of the Trustee,
Registrar, Paying Agent and Conversion Agent where Securities may be presented
or surrendered for payment, where Securities may be surrendered for registration
of transfer, exchange for other Securities, purchase, redemption or conversion
for Common Stock and where notices and demands to or upon the Company in respect
of the Securities and this Indenture may be served. The agency specified in
Section 13.02 shall initially be such office or agency for all of the aforesaid
purposes. The Company shall give prompt written notice to the Trustee of the
location, and of any change in the location, of any such office or agency (other
than a change in the location of the office of the Trustee). If at any time the
Company shall fail to maintain any such required


                                       32

office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 13.02.

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

          SECTION 4.06 Calculation of Tax Original Issue Discount.

          The Company agrees, and each Holder and any beneficial owner of a
Security by its purchase thereof or exchange therefor shall be deemed to agree,
to treat, for United States federal income tax purposes, the Securities as debt
instruments that are subject to Treasury Regulations Section 1.1275-4(b). For
United States federal income tax purposes, the Company and each Holder agree to
treat the cash and the fair market value of the Common Stock received upon the
conversion of a Security as a contingent payment for purposes of Treasury
Regulation Section 1.1275-4(b) and to accrue interest with respect to
outstanding Securities as original issue discount for United States federal
income tax purposes ("Tax OID") according to the "noncontingent bond method,"
set forth in Section 1.1275-4(b) of the Treasury Regulations, using a comparable
yield of 4.47%, compounded semiannually, and the projected payment schedule for
the Securities, which will be available upon written request to Amgen Inc., One
Amgen Center Drive, Thousand Oaks, California 91320-1799; Attention: Investor
Relations.

          The Company acknowledges and agrees, and each Holder and any
beneficial holder of a Security by its purchase thereof or exchange therefor
shall be deemed to acknowledge and agree, that (i) the comparable yield means
the annual yield the Company would pay, as of March 1, 2005, on a fixed rate,
nonconvertible debt security with no contingent payments, but with terms and
conditions otherwise comparable to those of the Securities, (ii) the projected
payment schedule is determined on the basis of an assumption of linear growth of
the stock price and a constant dividend yield and is not determined for any
purpose other than for the determination of interest accruals and adjustments
thereof in respect of the Securities for United States federal income tax
purposes, (iii) the comparable yield and the projected payment schedule do not
constitute a projection or representation regarding the amounts payable on the
Securities and (iv) the exchange of the Liquid Yield Option Notes due 2032 (the
"LYONs") for the Securities on [____________], 2005 does not constitute a
significant modification of the LYONs for United States federal income tax
purposes.


                                       33

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

          SECTION 5.01 When Company May Merge or Transfer Assets.

          The Company shall not consolidate with or merge with or into any other
person or convey, transfer or lease all or substantially all its properties and
assets to another person, unless:

          (a) either (1) the Company shall be the continuing corporation or (2)
the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the person which acquires by conveyance, transfer
or lease all or substantially all the properties and assets of the Company (i)
shall be organized and validly existing under the laws of the United States, any
State thereof or the District of Columbia and (ii) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all of the obligations of the Company under the
Securities and this Indenture;

          (b) immediately after giving effect to such transaction, no Default
shall have occurred and be continuing; and

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

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

          The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein; and thereafter, except in
the case of a lease and obligations the Company may have under a supplemental
indenture pursuant to Section 11.16, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 9.06, the Company, the Trustee and the successor person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.


                                       34

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

          SECTION 6.01 Events of Default.

An "Event of Default" occurs if:

          (1) the Company defaults in payment of any contingent interest or of
          any semiannual interest which becomes payable after the Securities
          have been converted to semiannual coupon notes following the
          occurrence of a Tax Event pursuant to Article 10, which default, in
          any case, continues for 30 days;

          (2) the Company defaults in the payment of the Principal Amount at
          Maturity (or, if the Securities have been converted to semiannual
          coupon notes following the occurrence of a Tax Event pursuant to
          Article 10, the Restated Principal Amount), Accreted Principal Amount,
          Redemption Price, Purchase Price or Change in Control Purchase Price
          on any Security when the same becomes due and payable at its Stated
          Maturity, upon redemption, upon declaration, when due for purchase by
          the Company or otherwise;

          (3) the Company fails to comply with any of its agreements in the
          Securities or this Indenture (other than those referred to in clauses
          (1) and (2) above) and such failure continues for 60 days after
          receipt by the Company of a Notice of Default;

          (4) (a) the Company fails to make any payment by the end of any
          applicable grace period after maturity of Debt in an amount in excess
          of $50,000,000 and continuance of such failure, or (b) the
          acceleration of Debt has occurred in an amount in excess of
          $50,000,000 because of a default with respect to such Debt without
          such Debt having been discharged or such acceleration having been
          cured, waived, rescinded or annulled, in the case of (a) above, for a
          period of 30 days after receipt by the Company of a Notice of Default;
          provided, however, that if any such failure or acceleration referred
          to in (a) or (b) above shall cease or be cured, waived, rescinded or
          annulled, then the Event of Default by reason thereof shall be deemed
          not to have occurred; or

          (5) the Company or any Significant Subsidiary, pursuant to or under or
          within the meaning of any Bankruptcy Law:

               (A) commences a voluntary case or proceeding;

               (B) consents to the entry of an order for relief against it in an
               involuntary case or proceeding or the commencement of any case
               against it;

               (C) consents to the appointment of a Custodian of it or for any
               substantial part of its property;


                                       35

               (D) makes a general assignment for the benefit of its creditors;

               (E) files a petition in bankruptcy or answer or consent seeking
               reorganization or relief; or

               (F) consents to the filing of such petition or the appointment of
               or taking possession by a Custodian; or

          (6) a court of competent jurisdiction enters an order or decree under
          any Bankruptcy Law that:

               (A) is for relief against the Company or any Significant
               Subsidiary in an involuntary case or proceeding, or adjudicates
               the Company or any Significant Subsidiary insolvent or bankrupt;

               (B) appoints a Custodian of the Company or any Significant
               Subsidiary or for any substantial part of its property; or

               (C) orders the winding up or liquidation of the Company or any
               Significant Subsidiary;

          and the order or decree remains unstayed and in effect for 60 days.

          (a) "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors.

          (b) "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

          A Default under clause (3) or clause (4) above is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Securities at the time
outstanding notify the Company and the Trustee, of the Default and the Company
does not cure such Default (and such Default is not waived) within the time
specified in clause (3) or clause (4) above after actual receipt of such notice.
Any such notice must specify the Default, demand that it be remedied and state
that such notice is a "Notice of Default".

          The Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the giving of notice or the lapse of time, or both, would become an Event of
Default under clause (3) or clause (4) above, its status and what action the
Company is taking or proposes to take with respect thereto.

          SECTION 6.02 Acceleration.

          If an Event of Default (other than an Event of Default specified in
Section 6.01(5) or (6) in respect of the Company) occurs and is continuing, the
Trustee by Notice to the Company, or the Holders of at least 25% in aggregate
Principal Amount at Maturity of the Securities at the time outstanding by notice
to the Company and the Trustee, may declare the


                                       36

Accreted Principal Amount through the date of declaration, and any accrued and
unpaid interest (including semiannual and contingent interest) through the date
of such declaration, on all the Securities to be immediately due and payable.
Upon such a declaration, such Accreted Principal Amount, and such accrued and
unpaid interest (including semiannual and contingent interest) if any, shall be
due and payable immediately. If an Event of Default specified in Section 6.01(5)
or (6) in respect of the Company occurs and is continuing, the Accreted
Principal Amount plus accrued and unpaid interest (including semiannual and
contingent interest) if any, on all the Securities shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholders. The Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder) may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of the Accreted Principal Amount plus
accrued and unpaid contingent interest that have become due solely as a result
of acceleration and if all amounts due to the Trustee under Section 7.07 have
been paid. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

          SECTION 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of the Accreted Principal
Amount plus any accrued and unpaid interest (including semiannual and contingent
interest) if any, on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

          The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. Except as set forth in Section 2.07 hereof, no remedy is
exclusive of any other remedy. All available remedies are cumulative.

          SECTION 6.04 Waiver of Past Defaults.

          Subject to Section 6.02, the Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder), may
waive an existing Default and its consequences except (1) an Event of Default
described in Section 6.01(1) or (2), (2) a Default in respect of a provision
that under Section 9.02 cannot be amended without the consent of each
Securityholder affected or (3) a Default which constitutes a failure to convert
any Security in accordance with the terms of Article 11. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right. This Section 6.04 shall be in lieu
of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby expressly
excluded from this Indenture, as permitted by the TIA.


                                       37

          SECTION 6.05 Control by Majority.

          The Holders of a majority in aggregate Principal Amount at Maturity of
the Securities at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines in good faith is unduly prejudicial to the rights of
other Securityholders or could, in reasonable likelihood, impose personal
liability upon the Trustee unless the Trustee is offered indemnity satisfactory
to it. This Section 6.05 shall be in lieu of Section 316(a)1(B) of the TIA and
such Section 316(a)1(B) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

          SECTION 6.06 Limitation on Suits.

          A Securityholder may not pursue any remedy with respect to this
Indenture or the Securities unless:

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

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

          (3) such Holder or Holders offer to the Trustee security or indemnity
          satisfactory to the Trustee against any loss, liability or expense;

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

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

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

          SECTION 6.07 Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of the Principal Amount at Maturity (or if the
Securities have been converted to semiannual coupon notes following a Tax Event
pursuant to Article 10, the Restated Principal Amount), Accreted Principal
Amount, Redemption Price, Purchase Price, Change in Control Purchase Price, and
semiannual or contingent interest, if any, in respect of the Securities held by
such Holder, on or after the respective due dates expressed in the Securities or
any Redemption Date, and to convert the Securities in accordance with Article
11, or to bring suit for the enforcement of any such payment on or after such
respective dates or the right to convert, shall not be impaired or affected
adversely without the consent of such Holder.


                                       38

          SECTION 6.08 Collection Suit by Trustee.

          If an Event of Default described in Section 6.01(1) or (2) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount owing with respect
to the Securities and the amounts provided for in Section 7.07.

          SECTION 6.09 Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal Amount at
Maturity, Accreted Principal Amount, Redemption Price, Purchase Price, Change in
Control Purchase Price, and semiannual or contingent interest, if any, in
respect of the Securities shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of any such amount) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole amount of the Principal
          Amount at Maturity, Accreted Principal Amount, Redemption Price,
          Purchase Price, Change in Control Purchase Price as the case may be,
          or contingent interest or semiannual interest, if any, and to file
          such other papers or documents as may be necessary or advisable in
          order to have the claims of the Trustee (including any claim for the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel or any other amounts due the Trustee
          under Section 7.07) and of the Holders allowed in such judicial
          proceeding, and

          (b) to collect and receive any moneys or other property payable or
          deliverable on any such claims and to distribute the same;

          and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07.

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

          SECTION 6.10 Priorities.

          If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:


                                       39

          FIRST: to the Trustee for amounts due under Section 7.07;

          SECOND: to Securityholders for amounts due and unpaid on the
          Securities for the Principal Amount at Maturity, Accreted Principal
          Amount, Redemption Price, Purchase Price, Change in Control Purchase
          Price, as the case may be, and contingent interest or semiannual
          interest, if any, ratably, without preference or priority of any kind,
          according to such amounts due and payable on the Securities; and

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

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

          SECTION 6.11 Undertaking for Costs.

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

          SECTION 6.12 Waiver of Stay, Extension or Usury Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the Principal
Amount at Maturity, Accreted Principal Amount, Redemption Price, Purchase Price,
Change in Control Purchase Price, as the case may be, and contingent interest or
semiannual interest, if any, in respect of Securities, or any interest on such
amounts, as contemplated herein, or which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                    ARTICLE 7

                                     TRUSTEE


                                       40

          SECTION 7.01 Duties of Trustee.

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

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

          (1) the Trustee need perform only those duties that are specifically
          set forth in this Indenture and no others; and

          (2) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon any certificate or
          opinion furnished to the Trustee and conforming to the requirements of
          this Indenture, but in case of any such certificates or opinions which
          by any provision hereof are specifically required to be furnished to
          the Trustee, the Trustee shall examine the certificates and opinions
          to determine whether or not they conform to the requirements of this
          Indenture, but need not confirm or investigate the accuracy of
          mathematical calculations or other facts stated therein.

          This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and
          such Section 315(a) is hereby expressly excluded from this Indenture,
          as permitted by the TIA.

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

          (1) this paragraph (c) does not limit the effect of paragraph (b) of
          this Section 7.01;

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

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

          Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections
          315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections
          315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from
          this Indenture, as permitted by the TIA.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.


                                       41

          (e) The Trustee may refuse to perform any duty or exercise any right
or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

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

          SECTION 7.02 Rights of Trustee.

          Subject to its duties and responsibilities under the provisions of
Section 7.01, and, except as expressly excluded from this Indenture pursuant to
said Section 7.01, subject also to its duties and responsibilities under the
TIA:

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

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

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

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

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

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


                                       42

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

          (h) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, including,
without limitation, any Company Request, Company Order or Officers' Certificate,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation or lack thereof;

          (i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee received written
notice of an event which is in fact such a Default or Event of Default, and such
notice references the Securities and this Indenture, describes the event with
specificity, and alleges that the occurrence of this event is a Default or an
Event of Default under this Indenture;

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

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

          SECTION 7.03 Individual Rights of Trustee.

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

          SECTION 7.04 Trustee's Disclaimer.

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


                                       43

          SECTION 7.05 Notice of Defaults.

          If a Default occurs and if it is known to the Trustee, the Trustee
shall give to each Securityholder notice of the Default within 90 days after the
Trustee gains knowledge of the Default unless such Default shall have been cured
or waived before the giving of such notice. Except in the case of a Default
described in Section 6.01(1) or (2), the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Securityholders. The second
sentence of this Section 7.05 shall be in lieu of the proviso to Section 315(b)
of the TIA and such proviso is hereby expressly excluded from this Indenture, as
permitted by the TIA. The Trustee shall not be deemed to have knowledge of a
Default unless a Responsible Officer of the Trustee has received written notice
of such Default in the manner described in Section 7.02(i).

          SECTION 7.06 Reports by Trustee to Holders.

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall transmit to each Securityholder
requesting such, in the manner and to the extent provided in Section 13.02, a
brief report, dated as of such May 15, with respect to:

          (1) any change to its eligibility under Section 7.10;

          (2) the character and amount of any advances made by the Trustee, as
          Trustee, which remain unpaid on the date of such report, and for the
          reimbursement of which it claims or may claim a lien or charge, prior
          to that of the Securityholders, on the trust estate or on property or
          funds held or collected by it, if such advances so remaining unpaid
          aggregate more than one-half of one percent of the aggregate Principal
          Amount at Maturity of Securities outstanding on such date;

          (3) any change to the property and funds physically in the Trustee's
          possession as Trustee on the date of such report; and

          (4) any action taken by it in the performance of its duties under this
          Indenture which it has not previously reported and which in its
          opinion materially affects the Securities or the trust estate, except
          action in respect of a Default, notice of which has been or is to be
          withheld by it in accordance with Section 7.05.

          SECTION 7.07 Compensation and Indemnity.

          The Company agrees:

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


                                       44

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

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

          To secure the Company's payment obligations in this Section 7.07,
Holders shall have been deemed to have granted to the Trustee a lien prior to
the Securities on all money or property held or collected by the Trustee, except
that held in trust to pay the Principal Amount at Maturity, Accreted Principal
Amount, Redemption Price, Purchase Price, Change in Control Purchase Price,
contingent interest or interest, if any, as the case may be, on particular
Securities.

          The Company's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(5) or (6), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

          SECTION 7.08 Replacement of Trustee.

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

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

          (2) the Trustee is adjudged bankrupt or insolvent;

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

          (4) the Trustee otherwise becomes incapable of acting.


                                       45

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

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

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

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

          The resignation or removal of a Trustee shall not diminish, impair or
terminate its rights to indemnification pursuant to Section 7.07 as they relate
to periods prior to such resignation or removal.

          SECTION 7.09 Successor Trustee by Merger.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to,
another corporation, the resulting, surviving or transferee corporation without
any further act shall be the successor Trustee.

          SECTION 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee and shall have a combined capital and surplus of at
least $50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia supervising or examining authority, then, for the
purposes of this Section 7.10, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.10, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article 7.


                                       46

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

          SECTION 8.01 Discharge of Liability on Securities.

          When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (ii) all outstanding Securities have become due and payable and
the Company deposits with the Trustee, the Paying Agent (if the Paying Agent is
not the Company or any Subsidiary or any Affiliate of either of them) or the
Conversion Agent cash or, if expressly permitted by the terms of the Securities
or the Indenture, Common Stock or governmental obligations sufficient to pay all
amounts due and owing on all outstanding Securities (other than Securities
replaced pursuant to Section 2.07), and if in either case the Company pays all
other sums payable hereunder by the Company, then this Indenture shall, subject
to Section 7.07, cease to be of further effect. The Trustee shall join in the
execution of a document prepared by the Company acknowledging satisfaction and
discharge of this Indenture on demand of the Company accompanied by an Officers'
Certificate and Opinion of Counsel and at the cost and expense of the Company.

          SECTION 8.02 Repayment to the Company.

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

                                   ARTICLE 9

                                   AMENDMENTS

          SECTION 9.01 Without Consent of Holders.

          The Company and the Trustee may amend this Indenture or the Securities
without the consent of any Securityholder:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to comply with Article 5 or Section 11.16;

          (3) to secure the Company's obligations under the Securities and this
          Indenture;

          (4) to add to the Company's covenants for the benefit of the
          Securityholders or to surrender any right or power conferred upon the
          Company;


                                       47

          (5) to make any change to comply with the TIA, or any amendment
          thereto, or to comply with any requirement of the SEC in connection
          with the qualification of the Indenture under the TIA, or as necessary
          in connection with the registration of the Securities under the
          Securities Act if at any time the Company seeks to register the
          Securities thereunder;

          (6) to make any change that does not adversely affect the rights of
          any Holder; or

          (7) to declare additional Purchase Dates and corresponding Purchase
          Prices under Section 7 of the Securities.

          No amendment to cure any ambiguity, omission, defect or inconsistency
in this Indenture made solely to conform the Indenture to the description of the
Securities contained in the registration statement pursuant to which the
Securities have been initially offered shall be deemed to adversely affect the
interests of the Holders.

          SECTION 9.02 With Consent of Holders.

          With the written consent of the Holders of at least a majority in
aggregate Principal Amount at Maturity of the Securities at the time
outstanding, the Company and the Trustee may amend this Indenture or the
Securities. However, without the consent of each Securityholder affected, an
amendment to this Indenture or the Securities may not:

          (1) change the provisions of this Indenture that relate to modifying
          or amending this Indenture;

          (2) make any change in the manner of calculation or rate of accrual
          of, or that adversely affects the right to receive, Original Issue
          Discount; make any change in the manner of calculation or rate of
          accrual of, or that adversely affects the right to receive, semiannual
          or contingent interest; reduce the rate of interest referred to in
          paragraph 1 of the Securities; reduce the rate of interest referred to
          in Section 10.01 upon the occurrence of a Tax Event; or extend the
          time for payment of Original Issue Discount, semiannual or contingent
          interest, if any, on any Security;

          (3) reduce the Principal Amount at Maturity, Restated Principal
          Amount, the Initial Principal Amount of, or change the Stated Maturity
          of, any Security;

          (4) reduce the Redemption Price, Purchase Price or Change in Control
          Purchase Price of any Security;

          (5) make any Security payable in money or securities other than that
          stated in the Security;

          (6) make any change in Section 6.04, Section 6.07 or this Section
          9.02, except to increase any percentage set forth therein;


                                       48

          (7) make any change that adversely affects the right to convert any
          Security;

          (8) make any change that adversely affects the right to require the
          Company to purchase the Securities in accordance with the terms
          thereof and this Indenture; or

          (9) impair the right to convert or receive payment with respect to, a
          Security, or right to institute suit for the enforcement of any
          payment with respect to, or conversion of, the Securities.

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

          After an amendment under this Section 9.02 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.
Failure to mail such notice or a defect in the notice shall not affect the
validity of the amendment.

          SECTION 9.03 Compliance with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article shall
comply with the TIA.

          SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.

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

          SECTION 9.05 Notation on or Exchange of Securities.

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

          SECTION 9.06 Trustee to Sign Supplemental Indentures.

          The Trustee shall sign any supplemental indenture authorized pursuant
to this Article 9 if the amendment contained therein does not adversely affect
the rights, duties,


                                       49

liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.01) shall
be fully protected in relying upon, in addition to the documents required by
Section 13.04, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

          SECTION 9.07 Effect of Supplemental Indentures.

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                                   ARTICLE 10

                          SPECIAL TAX EVENT CONVERSION

          SECTION 10.01 Optional Conversion to Semiannual Coupon Note Upon Tax
Event.

          From and after (i) the date (the "Tax Event Date") of the occurrence
of a Tax Event or (ii) the date the Company exercises the option provided for in
this Section 10.01, whichever is later (the later of such dates, the "Option
Exercise Date"), at the option of the Company, interest in lieu of future
Original Issue Discount shall accrue at the rate per annum specified in
paragraph 11(a) of the Securities on a restated principal amount per $1,000
original Principal Amount at Maturity (the "Restated Principal Amount") equal to
the Accreted Principal Amount on the Option Exercise Date and shall be payable
semiannually on each Interest Payment Date to holders of record at the close of
business on the Regular Record Date immediately preceding such Interest Payment
Date. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months and will accrue from the most recent date on which interest
has been paid or, if no interest has been paid, from the Option Exercise Date.
Within 15 days of the occurrence of a Tax Event, the Company shall mail a
written notice of such Tax Event by facsimile and first-class mail to the
Trustee and within 15 days of its exercise of such option the Company shall mail
a written notice of the Option Exercise Date by facsimile and first-class mail
to the Trustee and by first class mail to the Holders of the Securities. From
and after the Option Exercise Date, (i) the Company shall be obligated to pay at
Stated Maturity in lieu of the Principal Amount at Maturity of a Security, the
Restated Principal Amount thereof plus accrued and unpaid interest with respect
to any Security, (ii) "Accreted Principal Amount" as used herein shall mean the
Restated Principal Amount plus accrued and unpaid interest with respect to any
Security and (iii) contingent interest shall cease to accrue on the Securities.
Securities authenticated and delivered after the Option Exercise Date may, and
shall if required by the Trustee, bear a notation in a form approved by the
Trustee as to the conversion of the Securities to semiannual coupon notes. No
other changes to the Indenture shall result as a result of the events described
in this Section 10.01.


                                       50

                                   ARTICLE 11

                                   CONVERSION

          SECTION 11.01 Conversion Privilege.

          A Holder of a Security may convert such Security at any time during
the period stated in paragraph 9 of the Securities upon the occurrence of any of
the events set forth in paragraph 9 of the Securities, subject to the provisions
of this Article 11. Subject to certain exceptions described in paragraph 9 of
the Securities, if a Holder surrenders its Securities for conversion, such
holder will receive, in respect of each $1,000 of Principal Amount at Maturity
into the Conversion Value which shall be paid as follows:

          (i) Cash in an amount (the "Required Cash Amount") equal to the lesser
          of (A) the Accreted Principal Amount on the Conversion Date or (B) the
          Conversion Value; and

          (ii) if the Conversion Value is greater than the Required Cash Amount,
          a number of shares of Common Stock (the "Net Share Amount") equal to
          (A)(1) the Conversion Value minus (2) the Required Cash Amount,
          divided by (B) the Applicable Stock Price.

          A Holder may convert a portion of the Principal Amount at Maturity of
a Security if the portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to conversion of all of a Security also
apply to conversion of a portion of a Security.

          "Average Closing Price" means (1) with respect to distributions of
rights, warrants or options, the average of the Closing Prices per share of
Common Stock for the five (5) consecutive Trading Days ending on the date
immediately preceding the first public announcement of the distribution and
(2) with respect to other distributions, the average of the Closing Prices per
share of Common Stock for the five (5) consecutive Trading Days ending on the
date immediately preceding the Time of Determination.

          In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 11.06(1), (2), (3) or (5) applies occurs
during the period applicable for calculating "Average Closing Price" pursuant to
the definition in the preceding sentence, "Average Closing Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Closing Price of the Common Stock during such period.

          "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Sections 11.07, 11.08 or 11.10
applies and (ii) the time ("Ex-Dividend Time") immediately prior to the
commencement of "ex-dividend" trading for such rights,


                                       51

warrants or options or distribution on the Nasdaq National Market or such other
national or regional exchange or market on which the Common Stock is then listed
or quoted.

          SECTION 11.02 Conversion Procedure.

          To convert a Security a Holder must satisfy the requirements in
paragraph 9 of the Securities. The date on which the Holder satisfies all those
requirements is the conversion date (the "Conversion Date"). Within three
Trading Days following the end of the Averaging Period applicable to the
Securities being converted, the Company shall deliver to the Holder, through the
Conversion Agent, the Required Cash Amount and Net Share Amount, if any
(including cash in lieu of fractional shares pursuant to Section 11.03 hereof).
The person in whose name the certificate representing any shares is registered
shall be treated as a stockholder of record on and after the Conversion Date;
provided, however, that no surrender of a Security on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute
the person or persons entitled to receive the Net Share Amount upon such
conversion as the record holder or holders of such shares of Common Stock on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of Common Stock as the record holder or
holders thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; such conversion shall be at the
Conversion Rate in effect on the date that such Security shall have been
surrendered for conversion, as if the stock transfer books of the Company had
not been closed. Upon conversion of a Security, such person shall no longer be a
Holder of such Security.

          No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 11. On conversion of a Security, accrued Original Issue Discount (or
interest, if the Company has exercised its option provided for in Section 10.01)
attributable to the period from the Issue Date (or, if the Company has exercised
the option provided for in Section 10.01, the later of (x) the date of such
exercise and (y) the date on which interest was last paid) of the Security
through but not including the Conversion Date and (except as provided below)
accrued semiannual and contingent interest with respect to the converted
Security shall not be cancelled, extinguished or forfeited, but rather shall be
deemed to be paid in full to the Holder thereof through delivery of the Required
Cash Amount and Net Share Amount, if any (together with the cash payment, if
any, in lieu of fractional shares) in exchange for the Security being converted
pursuant to the provisions hereof; and the fair market value of such Common
Stock shall be treated as issued, to the extent thereof, first in exchange for
Original Issue Discount (or interest, if the Company has exercised its option
provided for in Section 10.01) accrued through the Conversion Date and accrued
contingent interest, and the balance, if any, of the fair market value of such
Common Stock shall be treated as delivered in exchange for the Initial Principal
Amount of the Security being converted pursuant to the provisions hereof.

          If the Holder converts more than one Security at the same time, the
Required Cash Amount and Net Share Amount, if any (together with the cash
payment, if any, in lieu of fractional shares) shall be based on the total
Principal Amount at Maturity of the Securities converted.


                                       52

          If the last day on which a Security may be converted is a Legal
Holiday, the Security may be surrendered on the next succeeding day that is not
a Legal Holiday.

          Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security in an authorized denomination equal in Principal Amount at Maturity
to the unconverted portion of the Security surrendered.

          SECTION 11.03 Fractional Shares.

          The Company will not issue a fractional share of Common Stock upon
conversion of a Security. Instead, the Company will deliver cash for the current
market value of the fractional share. The current market value of a fractional
share shall be determined, to the nearest 1/1,000th of a share, by multiplying
the Closing Price of the Common Stock, on the last Trading Day prior to the
Conversion Date, of a full share by the fractional amount and rounding the
product to the nearest whole cent.

          SECTION 11.04 Taxes on Conversion.

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

          SECTION 11.05 Company to Provide Stock.

          The Company shall, prior to issuance of any Securities under this
Article 11, and from time to time as may be necessary, reserve out of its
authorized but unissued Common Stock a sufficient number of shares of Common
Stock to permit the payment of the Net Share Amount, if applicable, upon
conversion of the Securities.

          All shares of Common Stock delivered upon payment of any Net Share
Amount, if applicable, upon conversion of the Securities shall be newly issued
shares or treasury shares, shall be duly and validly issued and fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim.

          The Company will comply with all federal and state securities laws
regulating the offer and delivery of shares of Common Stock upon payment of any
Net Share Amount, if applicable, upon conversion of Securities, if any, and will
list or cause to have quoted such shares of Common Stock on each national
securities exchange or in the over-the-counter market or such other market on
which the Common Stock is then listed or quoted.


                                       53

          SECTION 11.06 Adjustment for Change In Capital Stock.

          If, after the Issue Date of the Securities, the Company:

          (1) pays a dividend or makes a distribution on its Common Stock
          payable in shares of its Common Stock or shares of other Capital
          Stock;

          (2) subdivides its shares of Common Stock;

          (3) combines its shares of Common Stock;

          (4) issues by reclassification of its Common Stock any shares of its
          Capital Stock (other than rights, warrants or options for its Capital
          Stock);

          (5) makes a distribution to all holders of its Common Stock of rights
          to purchase shares of its Common Stock for a period expiring within 60
          days after the record date for such distribution at less than the
          Average Closing Price; or

          (6) makes a distribution to the holders of its Common Stock of its
          assets including shares of any Subsidiary or business unit of the
          Company or debt securities or rights to purchase the Securities
          (excluding cash dividends or other Cash Distributions from current or
          retained earnings).

then the Conversion Rate in effect immediately prior to such action shall be
adjusted so that the Holder of a Security thereafter converted may receive the
number of shares of Capital Stock of the Company which such Holder would have
owned immediately following such action if such Holder had converted the
Security immediately prior to such action.

          In the event the Company makes a distribution pursuant to subsection 5
or 6 of this Section 11.06 which, in the case of subsection 6, has a per share
value equal to more than 15% of the Closing Price of shares of its Common Stock
on the day preceding the declaration date for such distribution, the Company
will be required to give notice to the holders of Securities at least 20 days
prior to the Ex-Dividend Date, as defined below, for such distribution.

          The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

          If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article 11 with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article 11.


                                       54

          SECTION 11.07 Adjustment for Rights Issue.

          If after the Issue Date of the Securities, the Company distributes any
rights, warrants or options to all holders of its Common Stock entitling them,
for a period expiring within 60 days after the record date for such
distribution, to purchase shares of Common Stock at a price per share less than
the Average Closing Price, the Conversion Rate shall be adjusted in accordance
with the formula:

                       (O + N)
          R' = R x ---------------
                   (O + (N x P)/M)

     where:

     R' = the adjusted Conversion Rate.

     R = the current Conversion Rate.

     O = the number of shares of Common Stock outstanding on the record date for
the distribution to which this Section 11.07 is being applied.

     N = the number of additional shares of Common Stock offered pursuant to the
distribution.

     P = the offering price per share of the additional shares.

     M = the Average Closing Price, minus, in the case of (i) a distribution to
which Section 11.06(4) applies or (ii) a distribution to which Section 11.08
applies, for which, in each case, (x) the record date shall occur on or before
the record date for the distribution to which this Section 11.07 applies and (y)
the Ex-Dividend Time shall occur on or after the date of the first public
announcement for the distribution to which this Section 11.07 applies, the fair
market value (on the record date for the distribution to which this Section
11.07 applies) of the

          (1) Capital Stock of the Company distributed in respect of each share
          of Common Stock in such Section 11.06(4) distribution and

          (2) assets of the Company or debt securities or any rights, warrants
          or options to purchase securities of the Company distributed in
          respect of each share of Common Stock in such Section 11.08
          distribution.

          The Board of Directors shall determine fair market values for the
purposes of this Section 11.07.

          The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the rights,
warrants or options to which this Section 11.07 applies. If all of the shares of
Common Stock subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate that would then be in effect had
the


                                       55

adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

          No adjustment shall be made under this Section 11.07 if the
application of the formula stated above in this Section 11.07 would result in a
value of R' that is equal to or less than the value of R.

          SECTION 11.08 Adjustment for Other Distributions.

          (a) If, after the Issue Date of the Securities, the Company
distributes to all holders of its Common Stock any of its assets (excluding
distributions of Capital Stock or equity interests referred to in Section
11.08(b)), or debt securities or any rights, warrants or options to purchase
securities of the Company (including securities or cash, but excluding (x)
distributions of Capital Stock referred to in Section 11.06 and distributions of
rights, warrants or options referred to in Section 11.07 and (y) cash dividends
or other cash distributions referred to in Section 11.09, the Conversion Rate
shall be adjusted, subject to the provisions of Section 11.08(c), in accordance
with the formula:

                R x M
          R' = -------
                M - F

where:

     R' = the adjusted Conversion Rate.

     R = the current Conversion Rate.

     M = the Average Closing Price, minus, in the case of a distribution to
which Section 11.06(4) applies, for which (i) the record date shall occur on or
before the record date for the distribution to which this Section 11.08(a)
applies and (ii) the Ex-Dividend Time shall occur on or after the date of the
Time of Determination for the distribution to which this Section 11.08(a)
applies, the fair market value (on the record date for the distribution to which
this Section 11.08(a) applies) of any Capital Stock of the Company distributed
in respect of each share of Common Stock in such Section 11.06(4) distribution.

     F = the fair market value (on the record date for the distribution to which
this Section 11.08(a) applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 11.08(a) is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

          The Board of Directors shall determine fair market values for the
purposes of this Section 11.08(a).


                                       56

          The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the distribution
to which this Section 11.08(a) applies.

          (b) If, after the Issue Date of the Securities, the Company pays a
dividend or makes a distribution to all holders of its Common Stock consisting
of Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company, then the
Conversion Rate shall be adjusted in accordance with the formula:

          R' = R x (1 + F/M)

where:

     R' = the adjusted Conversion Rate.

     R = the current Conversion Rate.

     M = the average of the Post-Distribution Prices of the Common Stock for the
10 Trading Days commencing on and including the fifth Trading Day after the date
on which "ex-dividend trading" commences for such dividend or distribution on
the principal United States exchange or market which such securities are then
listed or quoted (the "Ex-Dividend Date").

     F = the fair market value of the securities distributed in respect of each
share of Common Stock for which this Section 11.08(b) shall mean the number of
securities distributed in respect of each share of Common Stock multiplied by
the average of the Post-Distribution Prices of those securities distributed for
the 10 Trading Days commencing on and including the fifth Trading Day after the
Ex-Dividend Date.

          "Post-Distribution Price" of Capital Stock or any similar equity
interest on any date means the closing per unit sale price (or, if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices)
on such date for trading of such units on a "when issued" basis without due
bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated;
provided that if on any date such units have not traded on a "when issued"
basis, the Post-Distribution Price shall be the closing per unit sale price (or,
if no closing sale price is reported, the average of the bid and ask prices or,
if more than one in either case, the average of the average bid and the average
ask prices) on such date for trading of such units on a "regular way" basis
without due bills (or similar concept) as reported in the composite transactions
for the principal United States securities exchange on which such Capital Stock
or equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Company shall be entitled to determine the
Post-Distribution Price on the basis of


                                       57

such quotations which reflect the post-distribution value of the Capital Stock
or equity interests as it considers appropriate.

          (c) In the event that, with respect to any distribution to which
Section 11.08(a) would otherwise apply, the difference "M-F" as defined in the
formula set forth in Section 11.08(a) is less than $1.00 or "F" is equal to or
greater than "M", then the adjustment provided by Section 11.08(a) shall not be
made and in lieu thereof the provisions of Section 11.16 shall apply to such
distribution.

          SECTION 11.09 Adjustment for Cash Dividends.

          (a) If, after the Issue Date of the Securities, the Company
distributes to all or substantially all holders of its Common Stock any cash
(excluding any dividend or distribution in connection with the liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary), the
Conversion Rate shall be adjusted, subject to the provisions of Section 11.09(b)
in accordance with the formula:

                     M
          R' = R x -----
                   M - C

where,

     R' = the adjusted Conversion Rate;

     R = the Conversion Rate in effect immediately prior to the Time of
Determination;

     M = the average of the Closing Prices of the Common Stock for the five
consecutive Trading Days prior to the Trading Day immediately preceding the Time
of Determination; and

     C = the amount in cash per share the Company distributes to holders of the
Common Stock (and for which no adjustment has been made).

          (b) Notwithstanding the foregoing, in no event will the Conversion
Rate exceed 12.4041 shares per $1,000 principal amount at maturity of the
Securities, as adjusted, as a result of an adjustment pursuant to the formula
above; provided that the Conversion Rate is subject to adjustments in accordance
with Sections 11.06, 11.07, 11.08 and 11.10 hereof.

          SECTION 11.10 Adjustment for Tender Offer.

          If, after the Issue Date, the Company makes a payment of cash or other
consideration to holders of Common Stock in respect of a tender offer or
exchange offer, other than an odd-lot offer, for the Common Stock, and the value
of the sum of (i) the aggregate cash and other consideration paid for such
Common Stock, and (ii) the aggregate fair market value of any consideration paid
for the purchase of Common Stock in respect of a tender offer or exchange offer,
other than an odd-lot offer, within the twelve (12) months preceding the date of
purchase of such shares of Common Stock in respect of which no adjustment
pursuant to this Section 11.10 previously has been made, expressed as an amount
per share of Common Stock


                                       58

validly tendered or exchanged pursuant to such tender offer or exchange offer,
exceeds the Closing Price of the Common Stock on the Trading Day immediately
following the last time (the "Expiration Time") on which tenders or exchanges
may be made pursuant to the tender or exchange offer, then the Conversion Rate
shall be adjusted in accordance with the formula:

                   F + (P x O)
          R' = R x -----------
                      O' x P

where,

     R = the Conversion Rate in effect on the Expiration Time;

     R' = the Conversion Rate in effect immediately after the Expiration Time;

     F = the fair market value (as determined by the Board of Directors) of the
aggregate value of all cash and any other consideration paid or payable for
shares of Common Stock validly tendered or exchanged and not withdrawn as of the
Expiration Time (the "Purchased Shares");

     O = the number of shares of Common Stock outstanding immediately after the
Expiration Time less any Purchased Shares;

     O' = the number of shares of Common Stock outstanding immediately after the
Expiration Time, including any Purchased Shares; and

     P = the Closing Price of the Common Stock on the Trading Day next
succeeding the Expiration Time.

          Such increase (if any) shall become effective immediately prior to the
opening of business on the day following the Expiration Time. In the event that
the Company is obligated to purchase shares pursuant to any such tender offer,
but the Company is prevented by applicable law from effecting any such purchases
or all such purchases are rescinded, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such tender or
exchange offer had not been made. If the application of this Section 11.10 to
any tender or exchange offer would result in a decrease in the Conversion Rate,
no adjustment shall be made for such tender or exchange offer under this Section
11.10.

          SECTION 11.11 When Adjustment May Be Deferred.

          No adjustment in the Conversion Rate need be made unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate. Any adjustments that are not made shall be carried forward and
taken into account in any subsequent adjustment.

          All calculations under this Article 11 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be (with one-half
cent and 5/10,000ths of a share being rounded upward).


                                       59

          SECTION 11.12 When No Adjustment Required.

          No adjustment need be made for a transaction referred to in Section
11.06, 11.07, 11.08, 11.09, 11.10 or 11.16 if Securityholders are to participate
in the transaction on a basis and with notice that the Board of Directors
determines to be fair and appropriate in light of the basis and notice on which
holders of Common Stock participate in the transaction. Such participation by
Securityholders may include participation upon conversion provided that an
adjustment shall be made at such time as the Securityholders are no longer
entitled to participate.

          No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest.

          No adjustment need be made for a change in the par value or no par
value of the Common Stock.

          To the extent the Securities become convertible pursuant to this
Article 11 into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

          SECTION 11.13 Notice of Adjustment.

          Whenever the Conversion Rate is adjusted, the Company shall promptly
mail to Securityholders a notice of the adjustment. The Company shall file with
the Trustee and the Conversion Agent such notice and a certificate from the
Company's independent public accountants briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any Holder desiring inspection
thereof.

          SECTION 11.14 Voluntary Increase.

          The Company from time to time may increase the Conversion Rate by any
amount for any period of time. Whenever the Conversion Rate is increased, the
Company shall mail to Securityholders and file with the Trustee and the
Conversion Agent a notice of the increase. The Company shall mail the notice at
least 15 days before the date the increased Conversion Rate takes effect. The
notice shall state the increased Conversion Rate and the period it will be in
effect.

          A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of Section 11.06, 11.07,
11.08, 11.09 or 11.10.

          SECTION 11.15 Notice of Certain Transactions.

          If:

          (1) the Company takes any action that would require an adjustment in
          the Conversion Rate pursuant to Section 11.06, 11.07, 11.08, 11.09 or
          11.10 (unless no adjustment is to occur pursuant to Section 11.12); or


                                       60

          (2) the Company takes any action that would require a supplemental
          indenture pursuant to Section 11.16; or

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

          then the Company shall mail to Securityholders and file with the
Trustee and the Conversion Agent a notice stating the proposed record date for a
dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, binding share exchange,
transfer, liquidation or dissolution. The Company shall file and mail the notice
at least 15 days before such date. Failure to file or mail the notice or any
defect in it shall not affect the validity of the transaction.

          SECTION 11.16 Reorganization of Company; Special Distributions.

          If the Company is a party to a transaction subject to Section 5.01
(other than a sale of all or substantially all of the assets of the Company in a
transaction in which the holders of Common Stock immediately prior to such
transaction do not receive securities, cash or other assets of the Company or
any other person) or a merger or binding share exchange which reclassifies or
changes the outstanding Common Stock of the Company, the person obligated to
deliver securities, cash or other assets upon conversion of Securities shall
enter into a supplemental indenture. If the issuer of securities deliverable
upon conversion of Securities is an Affiliate of the successor Company, that
issuer shall join in the supplemental indenture.

          The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, binding share exchange or transfer if such Holder had converted the
Security immediately before the effective date of the transaction, assuming (to
the extent applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 11. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

          If this Section applies, neither Section 11.06 nor 11.07 applies.

          If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of Section
11.08(c), would otherwise result in an adjustment in the Conversion Rate
pursuant to the provisions of Section 11.08, then, from and after the record
date for determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Security that converts such Security in accordance
with the provisions of this Indenture shall upon such conversion be entitled to
receive, in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such Holder would have received if such Holder had
converted the Security immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.


                                       61

          SECTION 11.17 Company Determination Final.

          Any determination that the Company or the Board of Directors must make
pursuant to Section 11.03, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11, 11.12,
11.16 or 11.19 is conclusive.

          SECTION 11.18 Trustee's Adjustment Disclaimer.

          The Trustee has no duty to determine when an adjustment under this
Article 11 should be made, how it should be made or what it should be. The
Trustee has no duty to determine whether a supplemental indenture under Section
11.16 need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities. The Trustee shall not be responsible for the
Company's failure to comply with this Article 11. Each Conversion Agent shall
have the same protection under this Section 11.18 as the Trustee.

          SECTION 11.19 Simultaneous Adjustments.

          In the event that this Article 11 requires adjustments to the
Conversion Rate under more than one of Sections 11.06(4), 11.07, 11.08 or 11.09,
and the record dates for the distributions giving rise to such adjustments shall
occur on the same date, then such adjustments shall be made by applying, first,
the provisions of Section 11.06, second, the provisions of Section 11.08, third,
the provisions of Section 11.09 and, fourth, the provisions of 11.07.

          SECTION 11.20 Successive Adjustments.

          After an adjustment to the Conversion Rate under this Article 11, any
subsequent event requiring an adjustment under this Article 11 shall cause an
adjustment to the Conversion Rate as so adjusted.

          SECTION 11.21 Rights Issued in Respect of Common Stock Issued Upon
Conversion.

          Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of rights ("Rights"), if any, and the certificates representing the Common Stock
issued upon such conversion shall bear such legends, if any, in each case as may
be provided by the terms of the Company's Amended and Restated Rights Agreement,
dated as of December 12, 2000, between the Company and American Stock Transfer &
Trust Company, as Rights Agent, or any successor shareholder rights agreement
adopted by the Company, as the same may be amended form time to time (in each
case, a "Rights Agreement"). Provided that such Rights Agreement requires that
each share of Common Stock issued upon conversion of Securities at any time
prior to the distribution of separate certificates representing the Rights be
entitled to receive such Rights, then, notwithstanding anything else to the
contrary in this Article 11, there shall not be any adjustment to the conversion
privilege or Conversion Rate as a result of the issuance of Rights, the
distribution of separate certificates representing the Rights, the exercise or
redemption of such


                                       62

Rights in accordance with any Rights Agreement, or the termination or
invalidation of such Rights.

          SECTION 11.22 Withholding Taxes for Adjustments in Conversion Rate.

          If the Company pays withholding taxes on behalf of a Holder as a
result of an adjustment to the Conversion Rate, the Company may, at its option,
set off such payments against payments of cash and Common Stock on the
Securities.

                                   ARTICLE 12

                               PAYMENT OF INTEREST

          SECTION 12.01 Interest Payments.

          Semiannual or contingent interest on any Security that is payable, and
is punctually paid or duly provided for, on any applicable payment date shall be
paid to the person in whose name that Security is registered at the close of
business on the Regular Record Date or accrual date, as the case may be, for
such interest at the office or agency of the Company maintained for such
purpose. Each installment of semiannual or contingent interest payable in cash
on any Security shall be paid in same-day funds by transfer to an account
maintained by the payee located inside the United States, if the Trustee shall
have received proper wire transfer instructions from such payee not later than
the related Regular Record Date or accrual date, as the case may be, or, if no
such instructions have been received by check drawn on a bank in the City of New
York mailed to the payee at its address set forth on the Registrar's books. In
the case of a permanent Global Security, semiannual or contingent interest
payable on any applicable payment date will be paid to the Depositary, with
respect to that portion of such permanent Global Security held for its account
by Cede & Co. for the purpose of permitting such party to credit the interest
received by it in respect of such permanent Global Security to the accounts of
the beneficial owners thereof.

          SECTION 12.02 Defaulted Interest.

          Except as otherwise specified with respect to the Securities, any
semiannual or contingent interest on any Security that is payable, but is not
punctually paid or duly provided for, within 30 days following any applicable
payment date (herein called "Defaulted Interest", which term shall include any
accrued and unpaid interest that has accrued on such defaulted amount in
accordance with paragraph 1 of the Securities), shall forthwith cease to be
payable to the registered Holder thereof on the relevant Regular Record Date or
accrual date, as the case may be, by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
          the persons in whose names the Securities are registered at the close
          of business on a Special Record Date for the payment of such Defaulted
          Interest, which shall be fixed in the following manner. The Company
          shall notify the Trustee in writing of the amount of Defaulted
          Interest proposed to be paid on each Security and the


                                       63

          date of the proposed payment (which shall not be less than 20 days
          after such notice is received by the Trustee), and at the same time
          the Company shall deposit with the Trustee an amount of money equal to
          the aggregate amount proposed to be paid in respect of such Defaulted
          Interest or shall make arrangements satisfactory to the Trustee for
          such deposit on or prior to the date of the proposed payment, such
          money when deposited to be held in trust for the benefit of the
          persons entitled to such Defaulted Interest as in this clause
          provided. Thereupon the Trustee shall fix a special record date for
          the payment of such Defaulted Interest which shall be not more than 15
          days and not less than 10 days prior to the date of the proposed
          payment and not less than 10 days after the receipt by the Trustee of
          the notice of the proposed payment (the "Special Record Date"). The
          Trustee shall promptly notify the Company of such Special Record Date
          and, in the name and at the expense of the Company, shall cause notice
          of the proposed payment of such Defaulted Interest and the Special
          Record Date therefor to be mailed, first-class postage prepaid, to
          each Holder of Securities at his address as it appears on the list of
          Securityholders maintained pursuant to Section 2.05 not less than 10
          days prior to such Special Record Date. Notice of the proposed payment
          of such Defaulted Interest and the Special Record Date therefor having
          been mailed as aforesaid, such Defaulted Interest shall be paid to the
          persons in whose names the Securities are registered at the close of
          business on such Special Record Date and shall no longer be payable
          pursuant to the following clause (2).

          (2) The Company may make payment of any Defaulted Interest on the
          Securities in any other lawful manner not inconsistent with the
          requirements of any securities exchange on which such Securities may
          be listed, and upon such notice as may be required by such exchange,
          if, after notice given by the Company to the Trustee of the proposed
          payment pursuant to this clause, such manner of payment shall be
          deemed practicable by the Trustee.

          SECTION 12.03 Interest Rights Preserved.

          Subject to the foregoing provisions of this Article 12 and Section
2.06, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
semiannual and contingent interest accrued and unpaid, and to accrue, which were
carried by such other Security.

                                   ARTICLE 13

                                  MISCELLANEOUS

          SECTION 13.01 Trust Indenture Act Controls.

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


                                       64

          SECTION 13.02 Notices; Address of Agency.

          Any request, demand, authorization, notice, waiver, consent or
communication shall be in writing and delivered in person or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

     if to the Company:

          Amgen Inc.
          One Amgen Center Drive
          Thousand Oaks, CA 91320-1799
          Telephone No.: (805) 447-1000
          Facsimile No.: (805) 449-2863
          Attention: Treasurer

     with a copy to:

          Latham & Watkins LLP
          633 West Fifth Street
          Suite 4000
          Los Angeles, CA  90071
          Telephone No.: (213) 485-1234
          Facsimile No.: (213) 891-8763
          Attention: Brian G. Cartwright, Esq.

     if to the Trustee:

          LaSalle Bank National Association
          135 South LaSalle Street
          Suite 1960
          Chicago, IL  60603
          Telephone No.: (312) 904-5532
          Facsimile No.: (312) 904-2236
          Attention: Gregory S. Clarke, Vice President

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

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

          Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or


                                       65

communication is mailed in the manner provided above, it is duly given, whether
or not received by the addressee.

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

          SECTION 13.03 Communication by Holders with Other Holders.

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

          SECTION 13.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

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

          SECTION 13.05 Statements Required in Certificate or Opinion.

          Unless the Trustee agrees, in its sole discretion, to accept a
different form or format, each Officers' Certificate or Opinion of Counsel with
respect to compliance with a covenant or condition provided for in this
Indenture shall include:

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

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

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

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


                                       66

          SECTION 13.06 Separability Clause.

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

          SECTION 13.07 Rules by Trustee, Paying Agent, Conversion Agent and
Registrar.

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

          SECTION 13.08 Calculations.

          The calculation of the Purchase Price, Change in Control Purchase
Price, Conversion Rate, Closing Price of the Common Stock and each other
calculation to be made hereunder (other than the Securities Market Price) shall
be the obligation of the Company. All calculations made by the Company as
contemplated pursuant to this Section 13.08 shall be final and binding on the
Company and the Holders absent manifest error. The Trustee, Paying Agent,
Conversion Agent and Bid Solicitation Agent shall not be obligated to
recalculate, recompute or confirm any such calculations.

          SECTION 13.09 Legal Holidays.

          A "Legal Holiday" is any day other than a Business Day. If any
specified date (including a date for giving notice) is a Legal Holiday, the
action shall be taken on the next succeeding day that is not a Legal Holiday,
and, if the action to be taken on such date is a payment in respect of the
Securities, no Original Issue Discount or interest, if any, shall accrue for the
intervening period.

          SECTION 13.10 Governing Law.

          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE
SECURITIES.

          SECTION 13.11 No Recourse Against Others.

          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.


                                       67

          SECTION 13.12 Successors.

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

          SECTION 13.13 Multiple Originals.

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


                                       68

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

                                        AMGEN INC.


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


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


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


                                       69

                                    EXHIBIT A

                           [FORM OF FACE OF SECURITY]

          FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT AND THE ISSUE DATE OF THIS SECURITY FOR SUCH PURPOSES IS MARCH 1, 2005
AND THE ISSUE PRICE FOR SUCH PURPOSES IS $739.05. IN ADDITION, THIS SECURITY IS
SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT
PAYMENT DEBT INSTRUMENTS. UNDER SUCH REGULATIONS, THE COMPARABLE YIELD OF THIS
SECURITY IS 4.47% (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES), COMPOUNDED SEMIANNUALLY. THE YIELD FOR
ACCRUING ORIGINAL ISSUE DISCOUNT FOR NON-TAX PURPOSES IS 1.125%, COMPOUNDED
SEMIANNUALLY.

          THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN
THIS SECURITY EACH HOLDER OF THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT
INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE "CONTINGENT PAYMENT
REGULATIONS"), (2) TO TREAT THE CASH AND THE FAIR MARKET VALUE OF ANY STOCK
RECEIVED UPON ANY CONVERSION OF THIS SECURITY AS A CONTINGENT PAYMENT FOR
PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO BE BOUND BY THE
ISSUER'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT
SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH
RESPECT TO THIS SECURITY. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF
THIS SECURITY, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND THE PROJECTED PAYMENT SCHEDULE.
ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE ISSUER AT THE FOLLOWING ADDRESS:
AMGEN INC., ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA 91320-1799, ATTENTION:
INVESTOR RELATIONS.

          [Include the following bracketed Legends if a Global Security:]

          [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


                                     (A)F-1

          [TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.]


                                     (A)F-2

                                   AMGEN INC.
                      Zero Coupon Convertible Note due 2032

No. R-                                    CUSIP: [ ]
Issue Date: April [___], 2005             Original Issue Discount: [$__________]
Initial Principal Amount: $[__________]   (for each $1,000 Principal
(for each $1,000 Principal                Amount at Maturity)
Amount at Maturity)

     AMGEN INC., a Delaware Corporation, promises to pay to Cede & Co. or
registered assigns, the Principal Amount at Maturity of [____] DOLLARS ($[____])
on March 1, 2032.

     This Security shall not bear interest except as specified on the other side
of this Security. Original Issue Discount will accrue as specified on the other
side of this Security. This Security is convertible as specified on the other
side of this Security.

     Additional provisions of this Security are set forth on the other side of
this Security.

Dated: [____________], 2005             AMGEN INC.


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

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

LaSalle Bank National Association,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.


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


                                     (A)F-3

                         [FORM OF REVERSE SIDE OF NOTE]
                      Zero Coupon Convertible Note due 2032

1. Interest.

     This Security shall not bear interest, except as specified in this
paragraph or in paragraphs 5 and 11 hereof. If the Principal Amount at Maturity
hereof or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 6 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 7 hereof or upon the Stated Maturity of
this Security) or if interest (including semiannual or contingent interest, if
any) due hereon or any portion of such interest is not paid when due in
accordance with paragraph 5 or 11 hereof, then in each such case the overdue
amount shall, to the extent permitted by law, bear interest at the rate of
1.125% per annum, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

     Original Issue Discount (the difference between the Initial Principal
Amount and the Principal Amount at Maturity of the Security), in the period
during which a Security remains outstanding, shall accrue at 1.125% per annum,
on a semiannual bond equivalent basis using a 360-day year composed of twelve
30-day months, from the Issue Date of this Security.

2. Method of Payment.

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

3. Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.

     Initially, LaSalle Bank National Association, a national banking
association (the "Trustee"), will act as Paying Agent, Conversion Agent,
Registrar and Bid Solicitation Agent. The Company may appoint and change any
Paying Agent, Conversion Agent, Registrar or co-registrar or Bid Solicitation
Agent without notice, other than notice to the Trustee. The Company or any of
its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Registrar or co-registrar. None of the Company, any of its Subsidiaries
or any of their Affiliates shall act as Bid Solicitation Agent.


                                     (A)R-1

4. Indenture.

     The Company issued the Securities under an Indenture dated as of
[____________], 2005 (the "Indenture"), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect from time to time (the "TIA"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture for a statement of those terms.

     The Securities are senior unsecured obligations of the Company limited to
up to $2,359,102,000 aggregate Principal Amount at Maturity (subject to Section
2.07 of the Indenture). The Indenture does not limit other indebtedness of the
Company, secured or unsecured.

5. Contingent Interest.

     Subject to the accrual and record date provisions specified in this
paragraph 5, the Company shall pay contingent cash interest to the Holders
during any six-month period (a "Contingent Interest Period") from March 2 to
September 1 and from September 2 to March 1, commencing March 2, 2007, if the
average Securities Market Price for the Five-Day Period with respect to such
Contingent Interest Period equals 120% or more of the Accreted Principal Amount
of a Security on the day immediately preceding the first day of the relevant
Contingent Interest Period.

     The amount of contingent interest payable per $1,000 Principal Amount at
Maturity hereof in respect of any Contingent Interest Period shall equal 0.125%
of the average Securities Market Price of a Note for the Five-Day Period. This
rate will not change in the event the Company varies its dividend rate or the
Conversion Rate is adjusted.

     Contingent interest, if any, will accrue and be payable to Holders as of
the 15th day (whether or not a Business Day) preceding the last day of the
relevant Contingent Interest Period. Such payments shall be paid on the last day
of the relevant Contingent Interest Period. Original Issue Discount will
continue to accrue at 1.125% per annum whether or not contingent interest is
paid.

     "Five-Day Period" means, with respect to any Contingent Interest Period,
the five Trading Days ending on the second Trading Day immediately preceding the
first day of such Contingent Interest Period.

     "Securities Market Price" means, as of any date of determination, the
average of the secondary market bid quotations per $1,000 Principal Amount at
Maturity obtained by the Bid Solicitation Agent for $10 million Principal Amount
at Maturity of Securities at approximately 4:00 p.m., New York City time, on
such determination date from three recognized securities dealers in The City of
New York (none of which shall be an Affiliate of the Company) selected by the
Company; provided, however, if (a) at least three such bids are not obtained by
the Bid Solicitation Agent or (b) in the Company's reasonable judgment, the bid
quotations are not indicative of the secondary market value of the Securities as
of such determination date, then the


                                     (A)R-2

Securities Market Price for such determination date shall equal (i) the
Conversion Rate in effect as of such determination date multiplied by (ii) the
average Closing Price of the Common Stock for the five Trading Days ending on
such determination date, appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such Trading Days
during such five Trading Day period and ending on such determination date, of
any event described in Section 11.06, 11.07, 11.08, 11.09 or 11.10 (subject to
the conditions set forth in Sections 11.11 and 11.12) of the Indenture.

     Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
promptly notify the Trustee of such determination and shall issue a press
release and publish such information on its Internet web site or through such
other public medium as the Company may use at that time.

6. Redemption at the Option of the Company.

     No sinking fund is provided for the Securities. The Securities are
redeemable for cash as a whole, at any time, or in part from time to time at the
option of the Company in accordance with the Indenture at the Redemption Prices
set forth below, provided that the Securities are not redeemable prior to March
1, 2007.

     The table below shows Redemption Prices of a Security per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect accrued Original Issue Discount calculated to each such date. The
Redemption Price of a Security redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the preceding date in the table but not including the Redemption Date.


                                     (A)R-3



                            (1)               (2)            (3)
                        SECURITIES           ACCRUED      REDEMPTION
                     INITIAL PRINCIPAL      ORIGINAL        PRICE
REDEMPTION DATE           AMOUNT         ISSUE DISCOUNT     (1)+(2)
- ---------------      -----------------   --------------   ----------
                                                 
March 1:
2007                         $                 $           $  755.44
2008                                                          763.96
2009                                                          772.58
2010                                                          781.29
2011                                                          790.11
2012                                                          799.02
2013                                                          808.04
2014                                                          817.15
2015                                                          826.37
2016                                                          835.69
2017                                                          845.12
2018                                                          854.66
2019                                                          864.30
2020                                                          874.05
2021                                                          883.91
2022                                                          893.88
2023                                                          903.96
2024                                                          914.16
2025                                                          924.48
2026                                                          934.91
2027                                                          945.45
2028                                                          956.12
2029                                                          966.91
2030                                                          977.81
2031                                                          988.84
At Stated Maturity                                         $1,000.00


     If this Security has been converted to a semiannual coupon note following
the occurrence of a Tax Event, the Redemption Price will be equal to the
Restated Principal Amount plus accrued and unpaid interest from the date of such
conversion to but not including the Redemption Date.

     In addition to the Redemption Price payable with respect to all Securities
or portions thereof to be redeemed as of a Redemption Date, the Holders of such
Securities (or portions thereof) shall be entitled to receive accrued and unpaid
semiannual and contingent interest, if any, with respect thereto, which interest
shall be paid in cash on the Redemption Date.

7. Purchase by the Company at the Option of the Holder.

     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase for cash, at the option of the Holder, the
Securities held by such Holder on the following Purchase Dates and at the
following Purchase Prices per $1,000 Principal Amount


                                     (A)R-4

at Maturity, upon delivery of a Purchase Notice containing the information set
forth in the Indenture, at any time from the opening of business on the date
that is 20 Business Days prior to such Purchase Date until the close of business
on such Purchase Date and upon delivery of the Securities to the Paying Agent by
the Holder as set forth in the Indenture.



PURCHASE DATE   PURCHASE PRICE
- -------------   --------------
             
March 1, 2006       $747.01
March 1, 2007       $755.44
March 1, 2012       $799.02
March 1, 2017       $845.12


     The Company may, from time to time, declare additional Purchase Dates and
corresponding Purchase Prices.

     The Purchase Prices equal the Accreted Principal Amount.

     If prior to a Purchase Date this Security has been converted to a
semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Purchase Date.

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase the Securities held by
such Holder no later than 35 Business Days after the occurrence of a Change in
Control of the Company, but in no event prior to the date on which such Change
in Control occurs, on or prior to March 1, 2007 for a Change in Control Purchase
Price equal to the Accreted Principal Amount on the Change in Control Purchase
Date, which Change in Control Purchase Price shall be paid in cash.

     If prior to a Change in Control Purchase Date, this Security has been
converted to a semiannual coupon note following the occurrence of a Tax Event,
the Change in Control Purchase Price shall be equal to the Restated Principal
Amount plus accrued and unpaid interest from the date of conversion to the
Change in Control Purchase Date.

     A third party may make the offer and purchase of the Securities in lieu of
the Company in accordance with the Indenture.

     In addition to the Purchase Price or Change in Control Purchase Price, as
the case may be, payable with respect to all Securities or portions thereof to
be purchased as of the Purchase Date or the Change in Control Purchase Date, as
the case may be, the Holders of such Securities (or portions thereof) shall be
entitled to receive accrued and unpaid semiannual and contingent interest, if
any, with respect thereto, which shall be paid in cash on or prior to the third
Business Day following the later of the Purchase Date or the Change in Control
Purchase Date, as the case may be and the time of delivery of such Securities to
the Paying Agent pursuant to the Indenture.

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


                                     (A)R-5

     If cash (and/or securities if permitted under the Indenture) sufficient to
pay the Purchase Price or Change in Control Purchase Price, as the case may be,
of, together with any accrued and unpaid semiannual and contingent interest with
respect to, all Securities or portions thereof to be purchased as of the
Purchase Date or the Change in Control Purchase Date, as the case may be, is
deposited with the Paying Agent on or prior to the third Business Day following
the Purchase Date or the Change in Control Purchase Date, as the case may be,
Original Issue Discount and interest (including semiannual and contingent
interest), if any, shall cease to accrue on such Securities (or portions
thereof) immediately after such Purchase Date or Change in Control Purchase
Date, as the case may be, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price or Change in Control
Purchase Price, as the case may be, and accrued and unpaid semiannual and
contingent interest, if any, upon surrender of such Security).

8.   Notice of Redemption.

     Notice of redemption will be mailed at least 15 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address. If money sufficient to pay the Redemption Price
of, and accrued and unpaid contingent interest, if any, with respect to, all
Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, on such
Redemption Date, Original Issue Discount and interest (including semiannual and
contingent interest), if any, shall cease to accrue on such Securities or
portions thereof. Securities in denominations larger than $1,000 of Principal
Amount at Maturity may be redeemed in part but only in integral multiples of
$1,000 of Principal Amount at Maturity.

9.   Conversion.

     A Holder of a Security may convert it into cash and shares, if any, of
Common Stock of the Company before the close of business on March 1, 2032 if at
least one of the following conditions is satisfied:

     (a) during any calendar quarter if the Closing Price of the Common Stock
for at least 20 Trading Days in the period of 30 consecutive Trading Days ending
on the last Trading Day of the quarter preceding the quarter in which the
conversion occurs exceeds 100% of the Accreted Conversion Price per share on
that 30th Trading Day. The Conversion Agent will determine on the Company's
behalf at the end of each quarter whether the Securities are convertible as a
result of the market price of the Common Stock;

     (b) the Securities have been called for redemption by the Company, at any
time prior to the close of business on the Business Day prior to the Redemption
Date; or

     (c) (i) the Company elects to distribute to all holders of Common Stock
rights or warrants entitling them to subscribe for or purchase, for a period
expiring within 60 days after the record date, Common Stock at less than the
Average Closing Price, (ii) the Company elects to distribute to all holders of
Common Stock cash, debt securities (or other evidence of indebtedness) or other
assets (excluding dividends or distributions described in Sections 11.06(a),
11.06(b) and 11.06(c) of the Indenture, which distribution, together with all


                                     (A)R-6

other distributions within the preceding twelve months, has a per share value
exceeding 15% of the average of the Closing Prices of the Common Stock for the
five consecutive Trading Days ending on the date immediately preceding the
first public announcement of the distribution, or (iii) in the event the
Company is a party to a consolidation, merger, binding share exchange, transfer
or lease of all or substantially all of the Company's assets, pursuant to which
the Common Stock would be converted into cash, securities or other assets, at
any time and from or after the date which is 15 days prior to the anticipated
effective date of the transaction until 15 days after the actual effective date
of such transaction (or, if such transaction also constitutes a change in
control, until the Change in Control Purchase Date). After the effective time,
settlement of the Securities and the Conversion Value and the Net Share Amount
will be based on the kind and amount of cash, securities or other assets of
Amgen Inc. or another person that the Holder would have received had the Holder
converted its Securities immediately prior to the transaction. The Company will
notify Holders and the Trustee as promptly as practicable following the date
the Company publicly announces such transaction (but in no event less than
15 days prior to the effective date of such transaction).

     If the Company makes a distribution described in subsection (c), the
Company must notify Holders at least 20 days prior to the Ex-Dividend Date for
such distribution. Once the Company has given such notice, Holders may surrender
their Securities for conversion at any time until the earlier of the close of
business on the Business Day prior to the Ex-Dividend Date or the Company's
announcement that such distribution will not take place, even if the Securities
are not convertible at that time. No adjustment to the ability of Holders to
convert will be made if Holders are entitled to participate in the distribution
without conversion.

     If the transaction also constitutes a "change in control," the Holder can
require the Company to purchase all or a portion of its Securities pursuant to
Section 3.09 of the Indenture.

     If the Security is called for redemption, the Holder may convert it only
until the close of business one Business Day immediately preceding the
Redemption Date, even if the Security is not otherwise convertible at such time.
A Security in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.

     The Initial Conversion Rate is 8.8601 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment in certain events described
in the Indenture. The Company will deliver cash or a check in lieu of any
fractional share of Common Stock.

     In the event the Company exercises its option pursuant to Section 10.01 of
the Indenture to have interest in lieu of Original Issue Discount accrue on the
Security following a Tax Event, the Holder will be entitled on conversion to
receive the same Conversion Value such Holder would have received if the Company
had not exercised such option. However, the Required Cash Amount will equal the
lesser of (x) the Restated Principal Amount of the Securities or (y) the
Conversion Value, and the Net Share Amount, if any, will be based on this new
"Required Cash Amount" definition.

     Accrued and unpaid semiannual and contingent interest will not be paid in
cash on Securities that are converted but will be paid in the manner provided in
the following paragraph; provided, however that Securities surrendered for
conversion during the period, in the case of


                                     (A)R-7

semiannual interest, from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date or, in the case of contingent interest, from the close of business
on any date on which contingent interest accrues to the opening of business on
the date on which such contingent interest is payable, shall be entitled to
receive such semiannual or contingent interest, as the case may be, payable on
such Securities on the corresponding Interest Payment Date or the date on which
such contingent interest is payable and (except Securities with respect to which
the Company has mailed a notice of redemption) Securities surrendered for
conversion during such periods must be accompanied by payment of an amount equal
to the semiannual or contingent interest with respect thereto that the
registered Holder is to receive.

     A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, accrued Original Issue Discount
(or interest if the Company has exercised its option provided for in paragraph
11(a) hereof) attributable to the period from the Issue Date (or, if the Company
has exercised the option referred to in paragraph 11(a) hereof, the later of (x)
the date of such exercise and (y) the date on which interest was last paid)
through the Conversion Date and (except as provided above) accrued contingent
interest with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through the delivery of cash and, if applicable, shares of Common
Stock in exchange for the Security being converted pursuant to the terms hereof;
and the fair market value of such shares of Common Stock shall be treated as
issued, to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Company has exercised its option provided for in paragraph
11(a) hereof) accrued through the Conversion Date and accrued contingent
interest, and the balance, if any, of such Initial Principal Amount of the
Security being converted pursuant to the provisions hereof.

     The Company will not adjust the Conversion Rate to account for accrued
interest, if any. On conversion of a Security, a Holder will not receive any
cash payment of interest representing accrued Original Issue Discount or accrued
Tax OID or, except as described herein, contingent interest or semiannual
interest. As a result, accrued interest will be deemed paid in full rather than
cancelled, extinguished or forfeited.

     To convert a Security that is represented by a Global Security, a Holder
must convert by book-entry transfer to the Conversion Agent through the
facilities of the DTC. To convert a Security that is represented by a
Certificated Security, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (4) pay any transfer or similar tax, if required.

     The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days of the record date for such distribution at less than
the Closing Price of the Common Stock at the Time of


                                     (A)R-8

Determination; distributions to such holders of assets (including shares of
Capital Stock of a Subsidiary) or debt securities of the Company or certain
rights to purchase securities of the Company; cash dividends or cash
distributions; and distributions in respect of a tender offer or exchange offer
of the Common Stock. However, no adjustment need be made if Securityholders may
participate in the transaction or in certain other cases. The Company from time
to time may voluntarily increase the Conversion Rate.

     If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into cash and Common Stock, if any, may be changed into a right to
convert it into the kind and amount of securities, cash or other assets of the
Company or another person which the Holder would have received if the Holder had
converted its Securities immediately prior to the transaction.

10.  Conversion Arrangement on Call for Redemption.

     Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to convert
them into Common Stock of the Company and to make payment for such Securities to
the Trustee in trust for such Holders.

11.  Tax Event.

     (a) From and after (i) the date (the "Tax Event Date") of the occurrence of
a Tax Event or (ii) the date the Company exercises such option, whichever is
later (the later of such dates, the "Option Exercise Date"), at the option of
the Company, interest in lieu of future Original Issue Discount shall accrue at
the rate of 1.125% per annum on a principal amount per Security (the "Restated
Principal Amount") equal to the Accreted Principal Amount on the Option Exercise
Date.

     (b) From and after the Option Exercise Date, contingent interest provided
for in paragraph 5 hereof shall cease to accrue on this Security.

     (c) Interest accrual on any Security under paragraph 11(a) above shall be
payable semiannually on March 1 and September 1 of each year (each an "Interest
Payment Date") to holders of record at the close of business on February 14 or
August 17 (each a "Regular Record Date") immediately preceding such Interest
Payment Date. Such interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months and will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Option
Exercise Date. Interest on any Security that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the person
in whose name that Security is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose. Each installment of interest on any Security shall
be paid in same-day funds by transfer to an account maintained by the payee
located inside the United States.


                                     (A)R-9

12.  Defaulted Interest.

     Except as otherwise specified with respect to the Securities, any Defaulted
Interest on any Security shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date or accrual date, as the case
may be, by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company as provided for in Section 12.02 of the Indenture.

13.  Denominations; Transfer; Exchange.

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

14.  Persons Deemed Owners.

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

15.  Unclaimed Money or Securities.

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

16.  Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in aggregate Principal Amount at Maturity of the Securities at
the time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount at Maturity
of the Securities at the time outstanding. Subject to certain exceptions set
forth in the Indenture, without the consent of any Securityholder, the Company
and the Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 or Section 11.16
of the Indenture, to secure the Company's obligations under this Security or to
add to the Company's covenants for the benefit of the Securityholders or to
surrender any right or power conferred, or to comply with any


                                     (A)R-10

requirement of the SEC in connection with the qualification of the Indenture
under the Trust Indenture Act of 1939 and any amendment thereof, or as necessary
in connection with the registration of the Securities under the Securities Act
or to make any change that does not adversely affect the rights of any Holders.

17.  Defaults and Remedies.

     Under the Indenture, Events of Default include (i) default in the payment
of contingent interest when the same becomes due and payable or of semiannual
interest which becomes due and payable upon exercise by the Company of its
option provided for in paragraph 11(a) hereof which default in any such case
continues for 30 days; (ii) default in payment of the Principal Amount at
Maturity (or, if the Securities have been converted to semiannual coupon notes
following a Tax Event, the Restated Principal Amount), Initial Principal Amount
plus accrued Original Issue Discount, Accreted Principal Amount, Redemption
Price, Purchase Price or Change in Control Purchase Price, as the case may be,
in respect of the Securities when the same becomes due and payable; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, subject to notice and lapse of time; (iv) (a) failure of the Company
to make any payment by the end of any applicable grace period after maturity of
Debt in an amount in excess of $50,000,000, or (b) the acceleration of Debt in
an amount in excess of $50,000,000 because of a default with respect to such
Debt without such Debt having been discharged or such acceleration having been
cured, waived, rescinded or annulled, subject to notice and lapse of time;
provided, however, that if any such failure or acceleration referred to in (a)
or (b) above shall cease or be cured, waived, rescinded or annulled, then the
Event of Default by reason thereof shall be deemed not to have occurred; and (v)
certain events of bankruptcy or insolvency. If an Event of Default occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate Principal
Amount at Maturity of the Securities at the time outstanding, may declare the
Accreted Principal Amount through the date of such declaration, and any accrued
and unpaid interest (including semiannual interest and contingent interest) if
any, through the date of such declaration, on all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Accreted Principal Amount on the Securities,
and any accrued and unpaid interest (including semiannual interest and
contingent interest) if any, through the occurrence of such event, becoming due
and payable immediately upon the occurrence of such Events of Default.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of amounts specified in clause (i) or (ii) above) if it determines
that withholding notice is in their interests.

18.  Trustee Dealings with the Company.

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


                                     (A)R-11

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

19.  No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

20.  Authentication.

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

21.  Abbreviations.

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

22.  Original Issue Discount Information Reporting Requirements.

     In accordance with the United States Treasury Regulation Section 1.1275-3,
a Holder may obtain the projected payment schedule by submitting a written
request for such information to the following representative of the Company:
Investor Relations, Amgen Inc., One Amgen Center Drive, Thousand Oaks, CA
91320-1799.

23.  GOVERNING LAW.

     THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

                                   ----------

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

          Amgen Inc.
          One Amgen Center Drive
          Thousand Oaks, CA 91320-1799
          Telephone No.: (805) 447-1000
          Facsimile No.: (805) 499-8011
          Attention: Treasurer


                                     (A)R-12



         ASSIGNMENT FORM                           CONVERSION NOTICE
         ---------------                           -----------------
                                       
To assign this Security, fill in the      To convert this Security into Common
form below:                               Stock of the Company, check the box:
                                          [ ]
I or we assign and transfer this
Security to

_______________________________________   To convert only part of this Security,
                                          state the Principal Amount at Maturity
_______________________________________   to be converted (which must be $1,000
                                          or an integral multiple of $1,000):
(Insert assignee's soc. sec. or tax ID
no.)                                      $_____________________________________

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

_______________________________________   ______________________________________
(Print or type assignee's name, address
and zip code)                             ______________________________________
                                          (Insert other person's soc. sec. or
and irrevocably appoint                   tax ID no.)
                                          ______________________________________
_____________________ agent to transfer
this Security on the books of the         ______________________________________
Company. The agent may substitute
another to act for him.                   ______________________________________

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



                                     (A)R-13

_______________________________________________________________________________

Date: _____________________ Your Signature: ___________________________________

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

     The opinion rendered in paragraph 1 relating to the enforceability of the Securities is subject to the following exceptions, limitations and qualifications: (a) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (b) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought; (c) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; (d) we express no opinion concerning the enforceability of (i) the waiver of rights or defenses contained in Section 6.12 of the Indenture; (ii) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; or (iii) any provision permitting, upon acceleration of the Securities, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.

     With your consent, we have assumed (a) that the Indenture has been executed and delivered by, and constitutes a legally valid and binding obligation of, the Company, enforceable against it in accordance with its terms, (b) that the Indenture has been duly authorized, executed and delivered by, and constitutes a legally valid and binding obligation of, the Trustee, enforceable against it in accordance with its terms, and (c) that the status of the Indenture and the Securities as legally valid and binding obligations of the respective parties thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

     This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Exhibit 8.1

[LATHAM & WATKINS LLP LETTERHEAD]

April 5, 2005

Amgen Inc.
One Amgen Center Drive
Thousand Oaks, California 91320-1799

Ladies and Gentlemen:

     We have acted as special tax counsel to Amgen Inc., a Delaware corporation (the “Company”), in connection with the issuance of up to $2,359,102,000 aggregate principal amount of Zero Coupon Convertible Notes due 2032 (the “Securities”), convertible into common stock, $0.0001 par value, of the Company, under the Indenture (the “Indenture”), between the Company and LaSalle Bank, National Association, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 14, 2005 (File No. 333-123293), as amended by Amendment No. 1 filed with the Commission on April 5, 2005 (together, the “Registration Statement”), and a prospectus dated April 5, 2005 (the “Prospectus”). The Company is issuing the Securities pursuant to an exchange offer in which the Company is offering to exchange the Securities and an exchange fee for all of its outstanding Liquid Yield Option Notes due 2032.

     In rendering our opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus, the Indenture and such other agreements and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. For purposes of our opinion, we have assumed timely compliance by the parties to the agreements we have reviewed in connection with the transaction covered hereby, and the accuracy of the representations with respect to factual matters provided or to be provided by such parties pursuant to such agreements.

     In rendering our opinion, we have examined the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, judicial decisions, legislative history and such other authorities as we have deemed appropriate, all as of the date hereof. The statutory provisions, regulations, interpretations, and other authorities on which our opinion is based are subject to change, and such changes could apply retroactively. We express no opinion as to any laws other than the federal income tax laws of the United States of America as of the date hereof.

     Based on the facts and assumptions and subject to the limitations set forth herein and in the Prospectus, the statements in the Prospectus under the heading “United States Federal Income Tax Consequences,” insofar as they purport to describe certain provisions of specific statutes and regulations referred to therein, constitute our opinion.

     The foregoing opinion and the discussion contained in the Prospectus under the heading “United States Federal Income Tax Consequences” represent our conclusions as to the application of existing law as of the date hereof. Our opinion is not binding on the Internal Revenue Service or the courts and the Internal Revenue Service may assert contrary positions or that the law (including the interpretation thereof) may change, possibly retroactively. Accordingly, our opinion is not a guarantee that our conclusions will be upheld if challenged. We express no opinion either as to any matter not specifically covered by the foregoing opinion or as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.

     Any change in applicable law, which may change at any time, or a change in the facts, documents or agreements upon which our opinion is based and upon which we have relied, may affect the validity of the foregoing opinion. This firm undertakes no obligation to update this opinion in the event that there is a change in the legal authorities, facts, documents or agreements upon which this opinion is based.

     This opinion is for your benefit in connection with the Registration Statement and is furnished to you upon the understanding that we are not hereby assuming professional responsibility to any other person whatsoever. This opinion may not be relied upon by you for any other purpose or relied upon by any other person, firm or corporation, for any purpose, without our prior written consent in each instance, except that this opinion may be relied upon by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the headings “United States Federal Income Tax Consequences” and “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.