8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 10, 2004

FLUOR CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 001-16129
(Commission
File Number) 33-0927079
(IRS Employer
Identification No.)

One Enterprise Drive
Aliso Viejo, California
(Address of Principal Executive Offices) 92656-2606
(Zip Code)

(949) 349-2000
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events and Required FD Disclosure.
	Item 7. Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 1
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 5
EXHIBIT 12

Item 5. Other Events and Required FD Disclosure.

     On June 27, 2001, Fluor Corporation, a Delaware corporation (the “Company”), filed, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-3 (Registration No. 333-63984) which, as amended, was declared effective on September 19, 2002 (the “Original Registration Statement”). On February 10, 2004, the Company filed, pursuant to Rule 462(b) under the Securities Act, a related registration statement on Form S-3 (Registration No. 333-112644) (together with the Original Registration Statement, the “Registration Statement”). On February 12, 2004, the Company filed, pursuant to Rule 424(b) under the Securities Act, a prospectus supplement to the prospectus forming a part of the Registration Statement, which prospectus supplement related to the offering of $300,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2024 (the “Notes”).

     The offer, sale and issuance of the Notes were completed on February 17, 2004. The Notes were offered and sold pursuant to an Underwriting Agreement, dated February 10, 2004, among the Company and the underwriters listed on Schedule I thereto, and were issued pursuant to an Indenture, dated as of February 17, 2004 and as supplemented by a First Supplemental Indenture, dated as of February 17, 2004, between the Company and The Bank of New York, as Trustee.

     In connection with the offering and issuance of the Notes, the Company is hereby filing certain exhibits which are incorporated by reference herein, see “Item 7. Exhibits.”

Item 7. Exhibits.

(c) The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description
	1	Underwriting Agreement, dated February 10, 2004, by and among the Company and the underwriters listed on Schedule I thereto with respect to the issuance and sale of the Notes.
	4.1	Indenture, dated as of February 17, 2004, by and between the Company and The Bank of New York, as Trustee.
	4.2	First Supplemental Indenture, dated as of February 17, 2004, by and between the Company and The Bank of New York, as Trustee.
	5	Opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes.
1	2	Statement re Computation of Ratio of Earnings to Fixed Charges.
2	3	Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5).

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 17, 2004	FLUOR CORPORATION
	By:	/s/ Lawrence N. Fisher
		Lawrence N. Fisher, Esq. Senior Vice President—Law and Secretary

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EXHIBIT INDEX

Exhibit No.		Description
	1	Underwriting Agreement, dated February 10, 2004, by and among the Company and the underwriters listed on Schedule I thereto with respect to the issuance and sale of the Notes.
	4.1	Indenture, dated as of February 17, 2004, by and between the Company and The Bank of New York, as Trustee.
	4.2	First Supplemental Indenture, dated as of February 17, 2004, by and between the Company and The Bank of New York, as Trustee.
	5	Opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes.
1	2	Statement re Computation of Ratio of Earnings to Fixed Charges.
2	3	Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5).

EX-1

EXHIBIT 1

$300,000,000 AGGREGATE PRINCIPAL AMOUNT

Fluor Corporation

1.50% CONVERTIBLE SENIOR NOTES

DUE 2024

Underwriting Agreement

dated February 10, 2004

Underwriting Agreement

February 10, 2004

Banc of America Securities LLC
Citigroup Global Markets Inc.
as Representatives of the several Underwriters

c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
and
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Ladies and Gentlemen:

     Fluor Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I (the “Underwriters”) $300,000,000 in aggregate principal amount of its 1.50% Convertible Senior Notes due 2024 (the “Firm Notes”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional $30,000,000 in aggregate principal amount of its 1.50% Convertible Senior Notes due 2024 (the “Optional Notes” and, together with the Firm Notes, the “Notes”). The Notes will be redeemable at the Company’s option at any time after February 16, 2009. Banc of America Securities LLC (“BAS”) and Citigroup Global Markets Inc. (“Citigroup”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

     The Notes will be convertible into fully paid, non-assessable shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The Notes will be convertible initially at a conversion rate of 17.8750 shares per $1,000 principal amount of the Notes, on the terms, and subject to the conditions, set forth in the Indenture (as defined below). As used herein, “Conversion Shares” means the shares of Common Stock into which the Notes are convertible. The Notes will be issued pursuant to an indenture (the “Base Indenture”), as supplemented by a supplemental indenture (the “Supplemental Indenture”) to be dated as of the First Closing Date (as defined in Section 2), between the Company and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”). The Base Indenture, as so supplemented, is herein referred to as the “Indenture”.

     The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-63984), which contains a form of prospectus to be used in connection with the public offering and sale of the Notes. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including a prospectus, relating to the various securities of the Company including the Notes and has filed with the

Commission (or will promptly after the sale so file) a prospectus supplement (“Prospectus Supplement”) specifically relating to the Notes pursuant to Rule 424 under the Securities Act. The term “Registration Statement” means the registration statement, including the exhibits thereto, as amended to the date of this Agreement. The term “Basic Prospectus” means the prospectus included in the Registration Statement. The term “Prospectus” means the Basic Prospectus together with the Prospectus Supplement specifically relating to the Notes, as filed with the Commission pursuant to Rule 424. The term “preliminary prospectus” means a preliminary prospectus supplement specifically relating to the Notes together with the Basic Prospectus. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “Prospectus” and “preliminary prospectus” shall include in each case the material, if any, incorporated by reference therein. The terms “supplement,” “amendment” and “amend” as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     Section 1. Representations and Warranties of the Company.

          The Company hereby represents, warrants and covenants to each Underwriter as follows:

     (a)  Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission.

          Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to (1) statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein or (2) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

     (b) Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Second Closing Date (as defined below) and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than a preliminary prospectus, the Prospectus or the Registration Statement.

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     (c)  Authorization of the Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

     (d)  Authorization of the Indenture. The Indenture has been duly authorized by the Company and has been qualified under the Trust Indenture Act; on the First Closing Date, the Indenture will have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will constitute a legally valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; and the Indenture conforms in all material respects to the description thereof contained in the Prospectus.

     (e)  Authorization of the Notes. The Notes have been duly authorized by the Company; when the Notes are executed, authenticated and issued in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement on the respective Closing Date (assuming due authentication of the Notes by the Trustee), such Notes will constitute legally valid and binding obligations of the Company, entitled to the benefits provided under the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; and the Notes will conform in all material respects to the description thereof contained in the Prospectus.

     (f)  Authorization of the Conversion Shares. The shares of Common Stock initially issuable upon conversion of the Notes have been duly authorized and reserved and, when issued upon conversion of the Notes in accordance with the terms of the Notes, will be validly issued, fully paid and non-assessable, and the issuance of such shares will not be subject to any preemptive or similar rights.

     (g)  No Material Adverse Change. Except as otherwise disclosed or incorporated in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), subsequent to the respective dates as of which information is given in the Prospectus: (i) there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

     (h)  Independent Accountants. Ernst & Young LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statement and included in the Prospectus, are, to the knowledge of the Company, independent public or certified public accountants as required by the Exchange Act.

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     (i)  Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the financial statements or supporting schedules are required to be included in the Registration Statement, the Prospectus or the related notes thereto.

     (j)  Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and its significant subsidiaries is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each significant subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

     (k)  Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus Supplement under the caption “Description of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus Supplement or upon exercise of outstanding options or warrants described in the Prospectus Supplement). The Common Stock (including the Conversion Shares) conforms in all material respects to the description thereof contained in the Prospectus Supplement. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those required to be described in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents and summarizes such plans, arrangements, options and rights in all material respects.

     (l)  Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the

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Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.

     The Company’s execution, delivery and performance of this Agreement, the Indenture and the Notes and consummation of the transactions contemplated hereby and by the Prospectus (i) will not result in any violation of the provisions of the charter or by-laws of the Company or any significant subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the Indenture and the Notes and consummation of the transactions contemplated hereby and by the Prospectus, except such as have been, or will have been prior to the delivery of such Notes, obtained or made by the Company under the Securities Act and such other consents, approvals, authorizations, registrations or filings as may be required under applicable state securities or blue sky laws and from the NASD.

     (m)  No Material Actions or Proceedings. Except as otherwise disclosed or incorporated in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the knowledge of the Company, after due inquiry, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) it is reasonably expected that such action, suit or proceeding will be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. Except as otherwise disclosed or incorporated in the Prospectus, no material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened or imminent.

     (n)  Intellectual Property Rights. Except as otherwise disclosed or incorporated in the Prospectus, the Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any persons,

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except for any violations as would not, individually or in the aggregate, result in a Material Adverse Change.

     (o)  All Necessary Permits, etc. Except as otherwise disclosed or incorporated in the Prospectus, the Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.

     (p)  Title to Properties. Except as otherwise disclosed or incorporated in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as would not, individually or in the aggregate, result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as would not result in a Material Adverse Change.

     (q)  Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

     (r)  Company Not an “Investment Company". The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, and after receipt of payment for the Notes and application of the proceeds as described in the Prospectus, will not be, required to register as an “investment company” within the meaning of Investment Company Act.

     (s)  Insurance. Except as otherwise disclosed or incorporated in the Prospectus, each of the Company and its subsidiaries have insurance of the types and in the amounts as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering their respective business, assets, employees, officers and directors. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted, except to the extent that would not result in a Material Adverse Change.

     (t)  No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes.

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     (u)  Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any subsidiary or any other person required to be described in the Prospectus which have not been described as required.

     (v)  Upstream Payments. No significant subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such significant subsidiary’s capital stock, from repaying to the Company any loans or advances to such significant subsidiary from the Company or from transferring any of such significant subsidiary’s property or assets to the Company, except as otherwise disclosed or incorporated in the Prospectus.

     (w)  Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act.

     (x)  Company’s Accounting System. The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (y)  Compliance with Environmental Laws. Except as otherwise disclosed or incorporated in the Prospectus or as would not, individually or in the aggregate, result in a Material Adverse Change (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environment Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the

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knowledge of the Company, threatened against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iii) to the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law.

     (z)  ERISA Compliance. Except as otherwise disclosed or incorporated in the Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA, except to the extent that any such noncompliance would not result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under section 4043 of ERISA) for which reporting has not been waived has occurred in the past three (3) years or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that would result in a Material Adverse Change. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

     (aa)  No Outstanding Loans or Other Indebtedness. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the members of any of their families, except as disclosed in the Prospectus.

     (bb)  FCPA.

          Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,

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gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith, except where failure to be so in compliance would not result in a Material Adverse Change. “FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

     (cc)  Compliance with Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except where failure to be so in compliance would not result in a Material Adverse Change.

          Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

          The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

     Section 2. Purchase, Sale and Delivery of the Notes.

     (a)  The Firm Notes. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the respective principal amount of Firm Notes set forth opposite their names on Schedule I at a purchase price of 98% of the aggregate principal amount thereof.

     (b)  The First Closing Date. Delivery of the Firm Notes to be purchased by the Underwriters and payment therefor shall be made at the offices of Davis Polk & Wardwell, the counsel for the Underwriters, 450 Lexington Avenue, New York, New York 10017 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on February 17, 2004, or such other time and date not later than 9:00 a.m. New York City time, on February 24, 2004, as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”).

     (c)  The Optional Notes; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to $30,000,000 aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Underwriters for the Firm Notes. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice

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may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Notes are to be registered and (iii) the time, date and place at which such Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Notes and the Optional Notes). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representatives. The Second Closing Date shall not be later than 15 business days after the date of such notice. If any Optional Notes are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the principal amount of Optional Notes (subject to such adjustments to eliminate fractional amount as the Representatives may determine) that bears the same proportion to the total principal amount of Optional Notes to be purchased as the principal amount of Firm Notes set forth on Schedule I opposite the name of such Underwriter bears to the total principal amount of Firm Notes. The option shall terminate and expire 30 days from the date of this Agreement and the Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

     (d)  Public Offering of the Notes. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Notes as soon after this Agreement has been executed as the Representatives, in its sole judgment, have determined is advisable and practicable.

     (e)  Payment for the Notes. Payment for the Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company.

          It is understood that the Representatives have been authorized by each Underwriter, for their own accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Notes and any Optional Notes the Underwriters have agreed to purchase. BAS or Citigroup, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

     (f)  Delivery of the Notes. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters the Firm Notes at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, the Optional Notes the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Notes shall be represented by definitive global securities and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may

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designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

     (g)  Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representatives shall request.

     Section 3. Additional Covenants of the Company.

          The Company further covenants and agrees with each Underwriter as follows:

     (a)  Representatives’ Review of Proposed Amendments and Supplements. During such period beginning on the date hereof and ending on the later of the First Closing Date or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales by an Underwriter or dealer (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement or the Prospectus (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act), the Company shall furnish to the Representatives for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Representatives reasonably object promptly after being furnished a copy thereof.

     (b)  Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 434, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

     (c)  Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with law, the Company shall promptly notify the Underwriters and prepare, subject to

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Section 3(a) hereof, file with the Commission and furnish at its own expense to the Underwriters and to dealers, such amendment or supplement as may be necessary to correct such untrue statement or omission.

     (d)  Copies of any Amendments and Supplements to the Prospectus. The Company agrees to furnish the Representatives, without charge, during the Prospectus Delivery Period, as many copies of the Prospectus and any amendments and supplements thereto as the Representatives may reasonably request.

     (e)  Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters, as the Underwriters may reasonably request from time to time, to qualify or register the Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Notes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

     (f)  Use of Proceeds. The Company shall apply the net proceeds from the sale of the Notes sold by it in the manner described under the caption “Use of Proceeds” in the Prospectus Supplement.

     (g)  Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Common Stock.

     (h)  Earnings Statement. As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement (which need not be audited) covering the twelve-month period ending March 31, 2005 that satisfies the provisions of Section 11(a) of the Securities Act.

     (i)  Company to Provide Interim Financial Statements. Prior to the First Closing Date, the Company will furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus.

     (j)  Exchange Act Compliance. During the Prospectus Delivery Period, the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act.

     (k)  Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 60th day following the date of the Prospectus and other than as contemplated by this Agreement with respect to the Notes, the Company will not, without the prior written consent of the Representatives, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option to

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sell or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus.

     (l)  Investment Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Notes in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

     (m)  No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

     (n)  Listing of Conversion Shares. The Company will use its commercially reasonable efforts to have the Conversion Shares approved by the New York Stock Exchange (“NYSE”) for inclusion prior to February 17, 2005.

     Section 4. Payment of Expenses.

          The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all costs of preparing, executing, authenticating, issuing and delivering the Notes (including all printing and engraving costs), (ii) all fees and expenses of the Trustee under the Indenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vii) the fees and expenses associated with listing the Conversion Shares on the New York Stock Exchange and (viii) all other fees, costs and expenses of the Company referred to in Item 14 of Part II of the Registration Statement. Except as provided in this Section 4 (vi) and Section 6 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any Notes by them and any advertising expenses incurred in connection with any offers they make.

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     Section 5. Conditions of the Obligations of the Underwriters.

          The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the First Closing Date and, with respect to the Optional Notes, the Second Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Notes, as of the Second Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

     (a)  Accountants’ Comfort Letter. The Representatives shall have received from Ernst & Young LLP, independent public or certified public accountants for the Company, a letter dated February 11, 2004 addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, covering the matters set forth on Exhibit A hereto.

     (b)  Compliance with Registration Requirements; No Stop Order. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Notes, the Second Closing Date:

     (i) the Company shall have filed the Prospectus Supplement with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act;

     (ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

     (c)  No Material Adverse Change or Rating Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Notes, the Second Closing Date:

     (i) there shall not have occurred any Material Adverse Change which, in the judgment of the Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the purchase by the Underwriters of the Notes on the terms and in the manner contemplated by the Prospectus; and

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

     (d)  Opinion of Counsel for the Company.

     (i) On each of the First Closing Date and the Second Closing Date the Representatives shall have received the opinion of Gibson, Dunn & Crutcher, LLP, outside counsel for the Company, dated as of such Closing Date, in form and substance

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reasonably satisfactory to the Representatives, covering the matters set forth on Exhibit B hereto.

     (ii) On each of the First Closing Date and the Second Closing Date the Representatives shall have received the opinion of internal counsel for the Company, dated as of such Closing Date, in form and substance reasonably satisfactory to the Representatives, covering the matters set forth on Exhibit C hereto.

     (e)  Opinion of Counsel for the Underwriters. On each of the First Closing Date and the Second Closing Date the Representatives shall have received the opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated as of such Closing Date, in form and substance reasonably satisfactory to the Representatives.

     (f)  Officers’ Certificate. On each of the First Closing Date and the Second Closing Date the Representatives shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date, to the effect set forth in subsections (b)(ii) and (c)(ii) of this Section 5, and further to the effect that:

     (i) for the period from and after the date of this Agreement and prior to such Closing Date, there has not occurred any Material Adverse Change;

     (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such Closing Date; and

     (iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

     (g)  Bring-down Comfort Letter. On each of the First Closing Date and the Second Closing Date the Representatives shall have received from Ernst & Young LLP, independent public or certified public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the First Closing Date or Second Closing Date, as the case may be.

     (h)  Lock-Up Agreement from Certain Executive Officers and Directors of the Company. On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form of Exhibit D hereto from certain executive officers and directors of the Company, and such agreement shall be in full force and effect on each of the First Closing Date and the Second Closing Date.

     (i)  Additional Documents. On or before each of the First Closing Date and the Second Closing Date, the Representatives and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

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     If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the First Closing Date and, with respect to the Optional Notes, at any time prior to the Second Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 7 and Section 8 shall at all times be effective and shall survive such termination.

     Section 6. Reimbursement of Underwriters’ Expenses.

          If this Agreement is terminated by the Representatives pursuant to Section 5 or Section 10(iv), or if the sale to the Underwriters of the Notes on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any material agreement herein or to comply with any material provision hereof, the Company agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Notes, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

     Section 7. Indemnification.

     (a)  Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Notes as originally filed or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

     (b)  Indemnification of the Company, its Directors and Officers. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,

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damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Notes as originally filed or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company as identified below by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity, and each Underwriter, severally and not jointly, agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that (i) the statements set forth in the last paragraph of the cover page regarding delivery of the Notes and, under the heading “Underwriting”, (ii) the list of Underwriters and their respective participation in the sale of the Notes, (iii) the sentence related to concessions and (iv) the paragraphs related to stabilizing transactions in any preliminary prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any preliminary prospectus or the Prospectus. The Underwriters confirm that such statements are accurate. This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have.

     (c)  Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it is prejudiced as a result of such failure. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest in connection with the defense of such action, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall have authorized the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event will the indemnifying party be liable for fees and expenses of more than one counsel separate from its own counsel for all indemnified parties in connection with any one action or

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separate but similar or related actions arising out of the same general allegations or circumstances. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

     Section 8. Contribution.

          In the event that the indemnity provided in Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by the Underwriters, on the other, from the offering of the Notes. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus Supplement. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 8, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. In no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Notes) be responsible for any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of damages which such Underwriter has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph.

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     Section 9. Default of One or More of the Several Underwriters.

          If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Firm Notes set forth opposite their respective names on Schedule I bears to the aggregate principal amount of Firm Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any party (other than a defaulting Underwriter) to any other party except that the provisions of Section 4, Section 7 and Section 8 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

          As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

     Section 10. Termination of this Agreement.

          On or prior to the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASD or the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any federal, New York or Delaware authority; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, which, in the judgment of the Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the purchase by the Underwriters of the Notes on the terms and in the manner contemplated by the Prospectus or to enforce contracts for the sale of securities; (iv) there shall have occurred any Material Adverse Change which, in the judgment of the Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the purchase by the

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Underwriters of the Notes on the terms and in the manner contemplated by the Prospectus; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may, singly or in the aggregate, interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to any Underwriter, (b) any Underwriter to the Company, or (c) of any party hereto to any other party, except that (x) the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 and Section 6 hereof, and (y) the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

     Section 11. Representations and Indemnities to Survive Delivery.

          The respective indemnities, contribution, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the result hereof, made by or on behalf of any Underwriter or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, (ii) delivery of the Notes and payment for them sold hereunder and (iii) any termination of this Agreement.

     Section 12. Notices.

          All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Representatives:
	Banc of America Securities LLC 9 West 57th Street New York, New York 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton	Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Facsimile: 212-816-7912 Attention: General Counsel
with a copy to:
	Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Facsimile: 212-450-6862 Attention: Richard D. Truesdell, Jr.
If to the Company:
	Fluor Corporation One Enterprise Drive Aliso Viejo, California 92656 Facsimile: 949-349-5454 Attention: Lawrence N. Fisher
with a copy to:
	Gibson, Dunn & Crutcher LLP

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200 Park Avenue
New York, New York 10166
Facsimile: 212-351-4035
Attention: E. Michael Greaney

Any party hereto may change the address for receipt of communications by giving written notice to the others.

     Section 13. Successors.

          This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to Section 9 hereof, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 7 and Section 8, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Notes as such from any of the Underwriters merely by reason of such purchase.

     Section 14. Partial Unenforceability.

          The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

     Section 15. Governing Law Provisions.

          This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     Section 16. General Provisions.

          This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto. The Table of Contents and the Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

          Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 7 and the contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 7 and 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

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          If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,
FLUOR CORPORATION
By:	/s/ D. Michael Steuert
	Name: D. Michael Steuert Title: Senior Vice President and           Chief Financial Officer

     The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written.

BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
Acting as Representatives of the
several Underwriters named in
the attached Schedule I.

BANC OF AMERICA SECURITIES LLC

By:	/s/ Tom Morrison
	Name: Tom Morrison
	Title: Head of Equity Syndicate

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Vignesh Nagenthram
	Name: Vignesh Nagenthram
	Title: Vice President

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SCHEDULE I

		Aggregate
		Principal Amount
		of Firm Notes to
Underwriters		be Purchased
Banc of America Securities LLC		$	131,250,000
Citigroup Global Markets Inc.			131,250,000
Lehman Brothers Inc.			22,500,000
BNP Paribas Securities Corp.			15,000,000
	Total	$	300,000,000

EXHIBIT A

February 11, 2004

Fluor Corporation
One Enterprise Drive
Aliso Viejo, CA 92656

Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
and
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
As Representatives of the Several Underwriters

Dear Sirs:

We have audited the consolidated balance sheets of Fluor Corporation (the “Company”) as of December 31, 2002 and 2001 and the consolidated statements of earnings, shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2002, the two months ended December 31, 2000 and the year ended October 31, 2000, all incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference in the Company’s Registration Statement (No. 333-63984) on Form S-3 filed by the Company under the Securities Act of 1933 (the “Act”); our reports with respect thereto are also incorporated by reference in such Registration Statement. The Prospectus included in the Registration Statement has been supplemented by a Prospectus Supplement dated February 11, 2004, relating to the issuance of $300,000,000 principal amount of convertible senior notes due 2024. The Registration Statement, including the Prospectus and the Prospectus Supplement, is herein referred to as the “Registration Statement.”

In connection with the Registration Statement:

1.

We are independent auditors with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission.

2.

In our opinion, the consolidated financial statements audited by us and incorporated by reference in the Company’s Annual Report on Form 10-K at December 31, 2002 and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the related rules and regulations adopted by the SEC.

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3.

We have not audited any financial statements of the Company as of any date or for any period subsequent to December 31, 2002. The purpose (and therefore the scope) of our audit for the year ended December 31, 2002 was to enable us to express our opinion on the consolidated financial statements at December 31, 2002 and for the year then ended, but not on the financial statements for any interim period within that year. Therefore, we are unable to express and do not express an opinion on: the unaudited condensed consolidated balance sheets at March 31, 2003 and 2002, June 30, 2003 and 2002, and September 30, 2003 and 2002, the unaudited condensed consolidated statements of earnings for the three-month periods ended March 31, 2003 and 2002, June 30, 2003 and 2002, and September 30, 2003 and 2002, the six-month periods ended June 30, 2003 and 2002, and the nine-month periods ended September 30, 2003 and 2002, or the unaudited condensed consolidated statements of cash flows for the three-month periods ended March 31, 2003 and 2002, the six-month periods ended June 30, 2003 and 2002, and the nine-month periods ended September 30, 2003 and 2002, all incorporated by reference in the Registration Statement from the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2003; or on the financial position, results of operations or cash flows as of any date or any period subsequent to December 31, 2002.

4.

For purposes of this letter we have read the 2003 and 2004 minutes of the meetings of the Board of Directors, Shareholders, Audit Committee, Organization and Compensation Committee, Governance Committee, and Finance Committee of the Company as set forth in the minutes books through February 6, 2004, the Secretary of the Company having advised us that the minutes of all such meetings through that date were set forth therein, and have carried out other procedures to February 9, 2004 as follows (our work did not extend to February 10, 2004):

a. With respect to the three-month periods ended March 31, June 30, and September 30, 2003 and 2002, the six-month periods ended June 30, 2003 and 2002, and the nine-month periods ended September 30, 2003 and 2002, we have:

(1) performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS 100, Interim Financial Information, on the unaudited condensed consolidated balance sheets at March 31, June 30, and September 30, 2003 and the unaudited condensed consolidated statements of earnings and cash flows for the three-month periods ended March 31, June 30, and September 30, 2003, the six-month period ended June 30, 2003, and the nine-month period ended September 30, 2003, included in the Company’s quarterly reports on Forms 10-Q for the quarters ended March 31, June 30, and September 30, 2003 incorporated by reference in the Registration Statement, and as described in SAS 71, Interim Financial Information, on the unaudited condensed consolidated balance sheets at March 31, June 30, and September 30, 2002 and the unaudited condensed consolidated statements of earnings and cash flows

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	for three-month periods ended March 31, June 30, and September 30, 2002, the six-month period ended June 30, 2002, and the nine-month period ended September 30, 2002, incorporated by reference in the Registration Statement; and
(2)	inquired of certain officials of the Company who have responsibility for financial and accounting matters as to whether the unaudited condensed consolidated financial statements referred to under a.(1) comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related rules and regulations adopted by the SEC.

b.	With respect to the period from October 1, 2003 to February 9, 2004, officials of the Company have advised us that no such financial statements as of any date or for any period subsequent to September 30, 2003 were available.
	The foregoing procedures do not constitute an audit conducted in accordance with generally accepted auditing standards. Also, they would not necessarily reveal matters of significance with respect to comments in the following paragraphs. Accordingly, we make no representation as to the sufficiency of the foregoing procedures for your purposes.

5. Nothing came to our attention as a result of the foregoing procedures that caused us to believe that:

a.	any material modifications should be made to the unaudited condensed consolidated financial statements described in 3. above, incorporated by reference in the Registration Statement, for them to be in conformity with generally accepted accounting principles;
b.	the unaudited condensed consolidated financial statements described in 3. above do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as they apply to Form 10-Q and the related rules and regulations adopted by the SEC.

6. As mentioned under 4.b. above, Company officials have advised us that no consolidated financial statements as of any date or for any period subsequent to September 30, 2003 are available; accordingly, the procedures carried out by us with respect to changes in financial statement line items after September 30, 2003 have, of necessity, been even more limited than those with respect to the periods referred to in 4. above. We have inquired of certain officials of the Company who have responsibility for financial and accounting matters as to whether: (i) at December 31, 2003, there was any change in the capital stock, increase in long-term debt or any decreases in consolidated net current assets or shareholders’ equity of the Company as compared with the amounts shown on the September 30, 2003 unaudited condensed consolidated balance sheet incorporated by reference in the Registration Statement, or (ii) for the period

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from October 1, 2003 to December 31, 2003, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net revenues, or in the total or per share amounts of earnings from continuing operations, or in the total or per share amounts of net earnings. On the basis of these inquiries and our reading of the minutes as described in 4. above, nothing came to our attention that caused us to believe that there was any such change, increase, or decrease, except in all instances for changes, increases, or decreases that the Registration Statement discloses have occurred or may occur, and as set forth below (in thousands):

	December 31, 2003		September 30, 2003
Current Assets	$	2,217,340	$	2,055,318
Current Liabilities	$	1,844,252	$	1,654,349
Net Current Assets	$	373,088	$	400,969
Capital Stock	$	821	$	819

	Three Months Ended December 31,
	2003		2002
Consolidated Net Revenues	$	2,364,529	$	2,465,019

7.	At your request, we have also read the items identified by you on the attached copy of certain excerpted pages from the Registration Statement and certain excerpted pages from documents incorporated by reference in the Registration Statement, and have performed the procedures indicated by reference letter as described in Attachment A to this letter. Attachment A, including the page copies and description of procedures performed, together consisting of 75 pages, is hereby incorporated by reference to this letter.
8.	Our audits of the consolidated financial statements for the periods referred to in the introductory paragraph of this letter were comprised of audit tests and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. For neither the periods referred to therein nor any other period did we perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions such as those enumerated above and, accordingly, we do not express an opinion thereon.
9.	It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures described in 7. above; also, such procedures would not necessarily reveal any material misstatement of the information identified in 7. above. Further, we have addressed ourselves solely to the foregoing data as set forth in the Registration Statement and make no representations as to the adequacy of disclosure or as to whether any material facts have been omitted.
10.	This letter is solely for the information of the addressees and to assist the underwriters in conducting and documenting their investigation of the affairs of

A-4

the Company in connection with the offering of securities covered by the Registration Statement, and it is not to be used, circulated, quoted, or otherwise referred to within or without the underwriting group for any other purpose, including but not limited to, the registration, purchase, or sale of securities, nor is it to be filed with or referred to in whole or in part in the Registration Statement or any other document, except that reference may be made to it in the underwriting agreement or in any list of closing documents pertaining to the offering of securities covered by the Registration Statement.

Very truly yours,

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EXHIBIT B

     Opinion of counsel for the Company to be delivered pursuant to Section 5(d) of the Underwriting Agreement.

     References to the Prospectus in this Exhibit B include any supplements thereto at the Closing Date.

     (i)  The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Underwriting Agreement.

     (ii)  The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

     (iii)  The Indenture has been duly authorized, executed and delivered by the Company and qualified under the Trust Indenture Act and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will constitute a legally valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar laws or arrangements relating to or affecting the rights and remedies of creditors (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) or (ii) general equitable principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether considered in a proceeding in equity or at law.

     (iv)  The Notes have been duly authorized by the Company; when the Notes are duly executed, authenticated and issued in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, such Notes will be entitled to the benefits of the Indenture and will constitute legally valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar laws or arrangements relating to or affecting the rights and remedies of creditors (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) or (ii) general equitable principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether considered in a proceeding in equity or at law.

     (v)  The shares of Common Stock issuable upon conversion of the Notes at the initial conversion rate have been duly authorized and reserved and, when issued upon conversion of the Notes in accordance with the terms of the Indenture,

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will be validly issued, fully paid and non-assessable, and the issuance of such shares will not be subject to any preemptive rights arising (i) by operation of the certificate of incorporation or by-laws of the Company or the General Corporation Law of the State of Delaware or (ii) under any agreement filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2003 (the “Material Contracts”).

     (vi)  The Registration Statement has been declared effective by the Commission under the Securities Act. To the knowledge of such counsel, based solely upon telephonic confirmation from the Staff of the Commission on [date], as of the time of such confirmation, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for such purpose have been instituted or threatened by, or are pending before, the Commission. Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the time period required by such Rule 424(b).

     (vii)  The Registration Statement, as of its effective date (which in the case of the Registration Statement for purposes of this opinion shall have the meaning set forth in Rule 158(c) under the Securities Act), and the Prospectus, as of its date and the date hereof, in each case including any document incorporated by reference therein (other than the financial statements and supporting schedules, other financial, statistical and accounting data, and the Form T-1 included or incorporated by reference therein or in exhibits thereto, as to which no opinion need be rendered) comply as to form in all material respects with the applicable requirements of the Securities Act.

     (viii)  Each document filed pursuant to the Exchange Act (other than the financial statements and supporting schedules and other financial, statistical and accounting data included therein or in exhibits thereto, as to which no opinion need be rendered) and incorporated by reference in the Prospectus when so filed complied as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder.

     (ix)  The statements in the Prospectus Supplement under the captions “Description of Capital Stock” and “Description of Notes,” insofar as such statements purport to describe specific provisions of the Indenture, the Notes, Common Stock or the documents described therein, present in all material respects an accurate summary of such provisions.

     (x)  The statements in the Prospectus Supplement under the captions “United States Federal Income Tax Considerations,” insofar as such statements purport to describe specific provisions of United States federal income tax law and regulations or legal conclusions with respect thereto, present in all material respects an accurate summary of such provisions.

     (xi)  The execution, delivery and performance by the Company of the Underwriting Agreement and consummation of the transactions contemplated thereby do not require any filing with, or approval of, any governmental authority or

B-2

agency of the States of New York or California or the United States of America under any law or regulation of the States of New York or California or the United States of America applicable to the Company that, in such counsel’s experience is generally applicable to the transactions in the nature of those contemplated by the Underwriting Agreement, or the Delaware General Corporation Law; provided, however, that this subparagraph does not include any opinion regarding any federal or state securities or blue sky laws or regulations.

     (xii)  The execution and delivery of the Underwriting Agreement, the Indenture and the Notes by the Company and the performance by the Company of its obligations thereunder (other than performance by the Company of its obligations under the indemnification or contribution sections of the Underwriting Agreement, as to which no opinion need be rendered) (i) will not result in any violation of the provisions of the charter or by-laws of the Company; (ii) will not constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any other Material Contract; or (iii) violate any law or regulation of the States of New York or California or the United States of America applicable to the Company that, in such counsel’s experience is generally applicable to the transactions in the nature of those contemplated by the Underwriting Agreement, or the Delaware General Corporation Law; provided, however, that this subparagraph does not include any opinion regarding any federal or state securities or blue sky laws or regulations.

     (xiii)  The Company is not, and after receipt of payment for the Notes and application of the proceeds as described in the Prospectus, will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent public or certified public accountants for the Company and with representatives of the Underwriters at which the contents of the Registration Statement and the Prospectus, and any supplements or amendments thereto, and related matters were discussed and, although such counsel has not independently verified, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (other than as specified above), and any supplements or amendments thereto, on the basis of the foregoing, nothing has come to such counsel’s attention which would lead it to believe that the Registration Statement as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or at the First Closing Date or the Second Closing Date, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to the financial statements or schedules or other financial, statistical or accounting data or to any

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Form T-1 included or incorporated by reference in the Registration Statement or the Prospectus or any amendments or supplements thereto).

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EXHIBIT C

     Opinion of in-house counsel for the Company to be delivered pursuant to Section 5(d) of the Underwriting Agreement.

     References to the Prospectus in this Exhibit C include any supplements thereto at the Closing Date.

     (i)  The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

     (ii)  Each significant subsidiary of the Company (as defined in Rule 1-02 of Regulation S-X) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. To the knowledge of such counsel, after due inquiry, the Company and each significant subsidiary of the Company (as defined in Rule 1-02 of Regulation S-X) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Change.

     (iii)  All of the issued and outstanding capital stock of each such significant subsidiary of the Company (as defined in Rule 1-02 of Regulation S-X) has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the knowledge of such counsel, any pending or threatened claim.

     (iv)  Except as disclosed or incorporated by reference in the Prospectus, such counsel does not know of any legal or governmental actions, suits or proceedings pending or, to such counsel’s knowledge, after due inquiry, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) it is reasonably expected that such action, suit or proceeding will be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to, singly or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. Except as disclosed or incorporated by reference in the Prospectus, to

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such counsel’s knowledge, there is no existing, threatened or pending, material labor dispute with the employees of the Company or any of its subsidiaries.

     (v)  To the knowledge of such counsel, there are no Existing Instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto; and the descriptions thereof and references thereto are correct in all material respects.

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EXHIBIT D

February 10, 2004

Banc of America Securities Inc.
Citigroup Global Markets Inc.
as Representatives of the several Underwriters

c/o Banc of America Securities Inc.
9 West 57th Street
New York, NY 10019
and
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Ladies and Gentlemen:

     The undersigned understands that Banc of America Securities Inc. and Citigroup Global Markets Inc. (the “Representatives”) propose to enter into an Underwriting Agreement ( the “Underwriting Agreement”) with Fluor Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters named in Schedule I thereto, including the Representatives (the “Underwriters”), of securities convertible into shares of common stock, $0.01 par value of the Company (the “Common Stock”).

     To induce the Underwriters that may participate in any such Public Offering to continue their efforts in connection with such Public Offering, the undersigned hereby agrees that, without the prior written consent of a Representative on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 60 days (the “Lock-Up Period”) after the date of the final prospectus supplement relating to such Public Offering (the “Final Prospectus Supplement”) (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.

     The foregoing paragraph shall not apply to transactions relating to shares of Common Stock or other securities (a) acquired in open market transactions after the completion of the Public Offering; (b) transferred pursuant to a contract, instruction or plan pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended, existing prior to the date hereof; (c) transferred to the Company; (d) transferred as a bona fide gift or gifts; (e) transferred to any trust, family limited partnership or other entity for estate or tax planning purposes for the benefit of the undersigned or the

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undersigned’s immediate family; or (f) transferred by will or intestacy to the undersigned’s legal representative, heir or legatee; provided that any permitted donee, transferee or distributee in the case of clauses (d), (e) or (f) shall execute and deliver to the Representatives a duplicate form of this letter.

     In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

     Notwithstanding anything herein to the contrary, the foregoing restrictions set forth in the preceding paragraphs shall not apply to up to 30,000 shares of the undersigned’s Common Stock.

     The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

     Whether or not any Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

     The undersigned will be immediately and fully released from his or her obligations under this Lock-Up Agreement, without any further action on the part of the undersigned, the Representatives or the Underwriters, if (x) the Public Offering is not executed or completed, or if the Public Offering is terminated prior to payment for and delivery of the securities convertible into Common Stock, or (y) the undersigned is a director or officer of the Company and the undersigned’s services with the Company are terminated during the Lock-Up Period.

Very truly yours,

Name:

D-2 EX-4.1 4 a96595exv4w1.txt EXHIBIT 4.1 Exhibit 4.1 ----------------------------- FLUOR CORPORATION --------- Indenture Dated as of February 17, 2004 --------- The Bank of New York, Trustee CROSS REFERENCE TABLE(1) Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended:

TIA Indenture Section Section - ------- ------- 310(a)(1) ................................................................................................ 6.09 (a)(2) ................................................................................................ 6.09 (a)(3) ................................................................................................ N.A.(2) (a)(4) ................................................................................................ N.A. (b) .................................................................................................... 6.08 (c) .................................................................................................... 6.13 311(a) .................................................................................................... 6.13 (b) .................................................................................................... 6.13 (c) .................................................................................................... N.A. 312(a) .................................................................................................... 7.01, 7.02 (b) .................................................................................................... 7.02 (c) .................................................................................................... 7.02 313(a) .................................................................................................... 7.03 (b) .................................................................................................... 7.03 (c) .................................................................................................... 7.03, 1.07 (d) .................................................................................................... 7.03 314(a) .................................................................................................... 7.04 (b) .................................................................................................... N.A.

- ---------- 1 This Cross Reference Table shall not, for any purpose, be deemed to be part of the Indenture. 2 N.A. means "not applicable." i CROSS REFERENCE TABLE

TIA Indenture Section Section - ------- ------- (c)(1) ................................................................................................ 1.03 (c)(2) ................................................................................................ 1.03 (c)(3) ................................................................................................ N.A. (d) .................................................................................................... N.A. (e) .................................................................................................... 1.03 (f) ..................................................................................................... N.A. 315(a) .................................................................................................... 6.03, 6.01 (b) .................................................................................................... 6.02 (c) .................................................................................................... 6.01 (d) .................................................................................................... 6.01 (e) .................................................................................................... 5.14 316(a) .................................................................................................... 1.01 (a)(1)(A) .......................................................................................... 5.12 (a)(1)(B) .......................................................................................... 5.13 (a)(2) ............................................................................................... N.A. (b) .................................................................................................... 5.08 317(a)(1) ................................................................................................ 5.03 (a)(2) ................................................................................................ 5.04 (b) .................................................................................................... 10.03 318 ........................................................................................................ 1.08

ii TABLE OF CONTENTS ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...................1 SECTION 1.01. Rules of Construction.............................1 SECTION 1.02. Definitions.......................................1 SECTION 1.03. Compliance Certificates and Opinions..............7 SECTION 1.04. Form of Documents Delivered to Trustee............8 SECTION 1.05. Acts of Holders; Record Dates.....................9 SECTION 1.06. Notices to Trustee and Company...................11 SECTION 1.07. Notice to Holders; Waiver........................11 SECTION 1.08. Conflict with Trust Indenture Act................12 SECTION 1.09. Effect of Headings and Table of Contents.........12 SECTION 1.10. Successors and Assigns...........................12 SECTION 1.11. Separability Clause..............................12 SECTION 1.12. Benefits of Indenture............................12 SECTION 1.13. Governing Law; Waiver of Jury Trial; Counterparts...................................12 SECTION 1.14. Legal Holidays...................................12 ARTICLE TWO SECURITY FORMS...........................................................13 SECTION 2.01. Forms Generally..................................13 SECTION 2.02. Form of Face of Security.........................13 SECTION 2.03. Form of Reverse of Security......................15 SECTION 2.04. Form of Legend for Global Securities.............19 SECTION 2.05. Form of Trustee's Certificate of Authentication..19 SECTION 2.06. Forms of Conversion Notice.......................20 ARTICLE THREE THE SECURITIES...........................................................21 SECTION 3.01. Amount Unlimited; Issuable in Series.............21 SECTION 3.02. Denominations....................................24 SECTION 3.03. Execution, Authentication, Delivery and Dating...24 SECTION 3.04. Temporary Securities.............................26 SECTION 3.05. Registration; Registration of Transfer and Exchange.......................................27 SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.28 SECTION 3.07. Payment of Interest; Interest Rights Preserved...29 SECTION 3.08. Persons Deemed Owners............................30 SECTION 3.09. Cancellation.....................................31 SECTION 3.10. Computation of Interest..........................31 SECTION 3.11. CUSIP Numbers....................................31 ARTICLE FOUR SATISFACTION AND DISCHARGE...............................................32 SECTION 4.01. Satisfaction and Discharge of Indenture..........32 SECTION 4.02. Application of Trust Money.......................33 ARTICLE FIVE REMEDIES.................................................................33 SECTION 5.01. Events of Default................................33 SECTION 5.02. Acceleration of Maturity; Rescission and Annulment......................................34 SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.........................35 SECTION 5.04. Trustee May File Proofs of Claim.................36 SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities.....................................36 SECTION 5.06. Application of Money Collected...................36 SECTION 5.07. Limitation on Suits..............................37 SECTION 5.08. Rights of Holders to Receive Principal, Premium and Interest...................................37 SECTION 5.09. Restoration of Rights and Remedies...............37 SECTION 5.10. Rights and Remedies Cumulative...................38 SECTION 5.11. Delay or Omission Not Waiver.....................38 SECTION 5.12. Control by Holders...............................38 SECTION 5.13. Waiver of Past Defaults..........................38 SECTION 5.14. Undertaking for Costs............................39 ARTICLE SIX THE TRUSTEE..............................................................39 SECTION 6.01. Certain Duties and Responsibilities..............39 SECTION 6.02. Notice of Defaults...............................40 SECTION 6.03. Certain Rights of Trustee........................40 SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.....................................42 SECTION 6.05. May Hold Securities..............................42 SECTION 6.06. Money Held in Trust..............................42 SECTION 6.07. Compensation and Reimbursement...................42 SECTION 6.08. Conflicting Interests............................43 SECTION 6.09. Corporate Trustee Required; Eligibility..........43 SECTION 6.10. Resignation and Removal; Appointment of Successor......................................44 SECTION 6.11. Acceptance of Appointment by Successor...........45 SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business....................................46 SECTION 6.13. Preferential Collection of Claims Against Company........................................46 SECTION 6.14. Appointment of Authenticating Agent..............46 ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................48 SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.....................................48 SECTION 7.02. Preservation of Information; Communications to Holders........................................48 SECTION 7.03. Reports by Trustee...............................49 SECTION 7.04. Reports by Company...............................49 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.....................49 SECTION 8.01. Company May Consolidate, Etc., only on Certain Terms..........................................49 SECTION 8.02. Successor Substituted............................50 ARTICLE NINE SUPPLEMENTAL INDENTURES..................................................50 SECTION 9.01. Supplemental Indentures Without Consent of Holders........................................50 SECTION 9.02. Supplemental Indentures With Consent of Holders..51 SECTION 9.03. Execution of Supplemental Indentures.............52 SECTION 9.04. Effect of Supplemental Indentures................52 SECTION 9.05. Conformity with Trust Indenture Act..............53 SECTION 9.06. Reference in Securities to Supplemental Indentures.....................................53 ARTICLE TEN COVENANTS................................................................53 SECTION 10.01. Payment of Principal, Premium and Interest.......53 SECTION 10.02. Maintenance of Office or Agency..................53 SECTION 10.03. Money for Securities Payments to Be Held in Trust..........................................54 SECTION 10.04. Compliance Certificate...........................55 SECTION 10.05. Corporate Existence..............................55 SECTION 10.06. Payment of Taxes and Other Claims................55 SECTION 10.07. [Reserved.]......................................55 SECTION 10.08. [Reserved.]......................................55 SECTION 10.09. Waiver of Covenants..............................55 ARTICLE ELEVEN REDEMPTION OF SECURITIES.................................................56 SECTION 11.01. Applicability of Article.........................56 SECTION 11.02. Election to Redeem; Notice to Trustee............56 SECTION 11.03. Selection by Trustee of Securities to Be Redeemed.......................................56 SECTION 11.04. Notice of Redemption.............................57 SECTION 11.05. Deposit of Redemption Price......................58 SECTION 11.06. Securities Payable on Redemption Date............58 SECTION 11.07. Securities Redeemed in Part......................58 ARTICLE TWELVE SINKING FUNDS............................................................59 SECTION 12.01. Applicability of Article.........................59 SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities.....................................59 SECTION 12.03. Redemption of Securities for Sinking Fund........59 ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE.......................................60 SECTION 13.01. Company's Right with Respect to Defeasance or Covenant Defeasance............................60 SECTION 13.02. Defeasance and Discharge.........................60 SECTION 13.03. Covenant Defeasance..............................60 SECTION 13.04. Conditions to Defeasance or Covenant Defeasance..61 SECTION 13.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions....62 SECTION 13.06. Reinstatement....................................63 ARTICLE FOURTEEN CONVERSION OF SECURITIES.................................................63 SECTION 14.01. Applicability of Article.........................63 SECTION 14.02. Exercise of Conversion Privilege.................64 SECTION 14.03. No Fractional Shares.............................65 SECTION 14.04. Adjustment of Conversion Price...................65 SECTION 14.05. Notice of Certain Corporate Actions..............66 SECTION 14.06. Reservation of Shares of Common Stock............66 SECTION 14.07. Payment of Certain Taxes Upon Conversion.........66 SECTION 14.08. Nonassessability.................................67 SECTION 14.09. Effect of Consolidation or Merger on Conversion Privilege......................................67 SECTION 14.10. Duties of Trustee Regarding Conversion...........68 SECTION 14.11. Repayment of Certain Funds Upon Conversion.......68 iii THIS INDENTURE, dated as of February 17, 2004 (this "INDENTURE"), is made between Fluor Corporation, a Delaware corporation (the "COMPANY") having its principal executive office at One Enterprise Drive, Aliso Viejo, California 92656, and The Bank of New York, a New York banking corporation (the "TRUSTEE"). A. The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called a "SECURITY" or the "SECURITIES") to be issued in one or more series as in this Indenture provided. B. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of all Holders of the Securities or of series thereof, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. RULES OF CONSTRUCTION. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (3) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States as in effect from time to time and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such United States accounting principles as are generally accepted at the date of such computation; (4) "or" is not exclusive; (5) "including" means including, without limitation; and (6) the words "herein," "hereof," and "hereunder" and other of similar import refer to this Indenture as a whole and not to any particular Article, Section, or other subdivision. SECTION 1.02. DEFINITIONS. "Act," when used with respect to any Holder, has the meaning specified in Section 1.05. 1 "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series. "Bankruptcy Law" means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. "Board of Directors" means either the board of directors of the Company or any duly authorized committee of such board. "Board Resolution" means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means, except as otherwise specified as contemplated by Section 3.01, with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, that Place of Payment or other particular location referred to in this Indenture or in the Securities are authorized or obligated by law or executive order 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. "Cash" means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts. "Commission" means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 14.09, shares issuable on conversions of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption 2 by the Company; provided that if at any time there shall be more than one such resulting class, the shares of each such class than so issuable shall be substantially in the proportion which the total number of shares of such class resulting from such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. "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. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, a Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. "Corporate Trust Office" means the corporate trust office of the Trustee which, at the time of the execution of this Indenture is located at 101 Barclay Street - 8W, New York, New York 10286, Attention: Corporate Trust Administration, at which at any particular time its corporate trust business shall be administered. "Corporation" means a corporation, association, company, joint-stock company or business trust. "Covenant Defeasance" has the meaning specified in Section 13.03. "debt" means indebtedness for borrowed money. "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. "Defaulted Interest" shall have the meaning set forth in Section 3.07. "Defeasance" has the meaning specified in Section 13.02. "Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities contemplated by Section 3.01. "Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts. "Event of Default" shall have the meaning set forth in Section 5.01. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Expiration Date" has the meaning specified in Section 1.05. 3 "Global Security" means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.04 (or such legend as may be specified as contemplated by Section 3.01 for such Securities). "Holder" or "Securityholder" means a Person in whose name a Security is registered in the Security Register. "Indenture" means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, and shall include the terms of a particular series of Securities established as contemplated in Section 3.01. "interest," when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date," when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. "Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. "Legal Holiday" shall have the meaning set forth in Section 1.14. "Maturity," when used with respect to any Security, means the date on which the principal of such Security or an installment of principal or, in the case of an Original Issue Discount Security, the principal amount payable upon a declaration of acceleration pursuant to Section 5.02, becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Notice of Default" shall have the meaning set forth in Section 5.01. "Officer" means the Chairman of the Board, any Vice Chairman, the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company. "Officers' Certificate" means a written certificate signed in the name of the Company by its Chairman of the Board, a Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 10.04 shall be the principal executive, financial or accounting officer of the Company. "Opinion of Counsel" means a written opinion from legal counsel who may be an employee of, or counsel to, the Company. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 4 "Outstanding," when used with respect to Securities, means, as of the date of determination, all securities theretofore authenticated and delivered under this Indenture, except: (1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made; (3) Securities as to which Defeasance has been effected pursuant to Section 13.02; and (4) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (a) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (b) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01, (c) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01, of the principal amount of such Security, (or, in the case of a Security described in Clause (a) or (b) above, of the amount determined as provided in such Clause), and (d) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 5 "Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. "Periodic Offering" means an offering of Securities of a series from time to time the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any, and any other terms specified as contemplated by Section 3.01 with respect thereto, are to be determined by the Company, or one or more of the Company's agents designated in an Officers' Certificate, upon the issuance of such Securities. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. "Place of Payment," when used with respect to the Securities of any series, means the place or places where, subject to the provisions of Section 10.02, the principal of and any interest on the Securities of that series are payable as specified as contemplated by Section 3.01. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "Redemption Date" or "redemption date," when used with respect to any Security to be redeemed, shall mean the date specified for redemption of such Security in accordance with the terms of such Security and this Indenture. "Redemption Price" or "redemption price," when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. "Restricted Subsidiary" means any Subsidiary which as of such time meets the definition of a "significant subsidiary" contained as of the date hereof in Regulation S-X of the Commission. "SEC" means the Securities and Exchange Commission. "Security" or "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 6 "Securityholder" or "Holder" means a Person in whose name a Security is registered in the Security Register. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05. "Special Record Date" for the payment of any Defaulted Interest on the Securities of any issue means a date fixed by the Trustee pursuant to Section 3.07. "Stated Maturity," when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which an amount equal to the principal of such Security or an installment of principal thereof or interest thereon is due and payable. "Subsidiary" means a corporation of which a majority of the Capital Stock having voting power under ordinary circumstances to elect a majority of the board of directors of such corporation is owned by (a) the Company, (b) the Company and one or more Subsidiaries or (c) one or more Subsidiaries. "TIA" means the Trust Indenture Act of 1939 as in effect on the date of this Indenture, provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trust Officer" means any officer within the corporate trust department of the Trustee including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge and familiarity with the particular subject. "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. "U.S. Government Obligation" has the meaning specified in Section 13.04. "Vice President," when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice-president." SECTION 1.03. COMPLIANCE CERTIFICATES AND OPINIONS. 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 such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of 7 Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 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 or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement that, in the opinion of such Person, such covenant or condition has been complied with. SECTION 1.04. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 8 SECTION 1.05. ACTS OF HOLDERS; RECORD DATES. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the same manner provided in this Section. The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. The ownership of Securities shall be proved by the Security Register. 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. The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by 9 Holders of the requisite aggregate principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Sections 1.06 and 1.07. The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving and making of (a) any Notice of Default, (b) any declaration of acceleration referred to in Section 5.02, (c) any request to institute proceedings referred to in Section 5.07(2) or (d) any direction referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite aggregate principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Sections 1.06 and 1.07. With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.07, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 10 SECTION 1.06. NOTICES TO TRUSTEE AND COMPANY. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished, or filed in writing to or with the Trustee at its Corporate Trust Office; and (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer. The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. SECTION 1.07. NOTICE TO HOLDERS; WAIVER. Any notice or communication given to a Holder of Securities shall be mailed to such Securityholder at the Securityholder's address as it appears on the registration books of the Security Registrar and shall be sufficiently given if so mailed within the time prescribed for the giving of such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. If a notice or 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 Holders of Securities of a particular series, it shall mail a copy to the Trustee and each Security Registrar, co-registrar or Paying Agent, as the case may be, with respect to such series. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice to Holders of Securities by mail, then such notification as shall be made with the acceptance of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities. 11 SECTION 1.08. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Indenture limits, qualifies or conflicts with a provision of the TIA which is required under the TIA to be a part of and govern this Indenture, the required provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. SECTION 1.09. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.10. SUCCESSORS AND ASSIGNS. All agreements of the Company in this Indenture and the Securities shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not. SECTION 1.11. 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 1.12. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Securities, any benefits or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.13. GOVERNING LAW; WAIVER OF JURY TRIAL; COUNTERPARTS. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the state of New York, as applied to contracts made and performed within the state of New York, without regard to principles of conflicts of law. Each of the Company and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transaction contemplated hereby. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 1.14. LEGAL HOLIDAYS. A "Legal Holiday" is any day other than a Business Day. If any specified date (including an Interest Payment Date, Redemption Date or Stated Maturity of any Security, or a date for giving notice) is a Legal Holiday at any Place of Payment or place for giving notice, then 12 (notwithstanding any other provision of this Indenture or of the Securities other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section) payment of interest or principal need not be made at such Place of Payment, or such other action need not be taken, on such date, but the action shall be taken on the next succeeding day that is not a Legal Holiday at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity or such other date and to the extent applicable no Original Issue Discount or interest, if any, shall accrue for the intervening period. ARTICLE TWO SECURITY FORMS SECTION 2.01. FORMS GENERALLY. The Securities of each series shall be in substantially such form (including global form) as set forth in this Article or in such other form as shall be established by delivery to the Trustee of an Officers' Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities as evidenced by their execution of the Securities. The Officers' Certificate so establishing the form of Security, if any, of any series shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities. The permanent Securities shall be printed or may be produced in any other manner, all as determined by the Officers executing such Securities as evidenced by their execution of such Securities. SECTION 2.02. FORM OF FACE OF SECURITY. FLUOR CORPORATION No._________ $___________ Fluor Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________________, or registered assigns, the principal sum of ______________ Dollars on __________________ [if the Security is to bear interest prior to Maturity, insert --, and to pay interest thereon from ____________________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ____________ and ___________ in each year, commencing _________________, at the rate of ____________________% per annum, until the principal hereof is paid or made available for payment [if applicable, insert -- , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of _____________% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, 13 on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ____________________ or __________________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert -- The principal of this Security shall not bear interest except in the case of a Default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ____________% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of _________% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]] Payment of the principal of (and premium, if any) and [if applicable, insert -- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert -- ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: Fluor Corporation By:__________________________________ 14 SECTION 2.03. FORM OF REVERSE OF SECURITY. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of February 17, 2004 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert --, limited in aggregate principal amount to $_____________________]. [If applicable, insert -- The Securities of this series are subject to redemption prior to the Stated Maturity upon not less than 30 days' notice by mail, [if applicable, insert -- (1) on ________________ in any year commencing with the year __________ and ending with the year _____________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after __________, 19__], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert -- on or before _______________, ___, and if redeemed] during the 12-month period beginning ___________ of the years indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE and thereafter at a Redemption Price equal to ____________% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture]. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, (1) on ____________ in any year commencing with the year ____ and ending with the year ____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ____________ of the years indicated, 15

REDEMPTION PRICE REDEMPTION PRICE FOR FOR REDEMPTION REDEMPTION OTHERWISE THROUGH OPERATION THAN THROUGH OPERATION YEAR OF THE SINKING FUND OF THE SINKING FUND ---- ------------------- -------------------

and thereafter at a Redemption Price equal to ____________% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- Notwithstanding the foregoing, the Company may not, prior to ____________, redeem any Securities of this series as contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____________% per annum]. [If applicable, insert -- The sinking fund for this series provides for the redemption on in each year beginning with the year ____________ and ending with the year ____________ of [if applicable, insert -- not less than $____________ ("mandatory sinking fund") and not more than] $____________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert -- mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- , in the inverse order in which they become due].] [If the Security is subject to redemption of any kind, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is convertible into Common Stock of the Company, insert - -- Subject to the provisions of the Indenture, the Holder of this Security is entitled, at its option, at any time on or before [insert date] (except that, in case this Security or any portion hereof shall be called for redemption, such right shall terminate with respect to this Security or portion hereof, as the case may be, so called for redemption at the close of business on the date fixed for redemption as 16 provided in the Indenture unless the Company defaults in making the payment due upon redemption), to covert the principal amount of this Security (or any portion hereof which is $1,000 or an integral multiple thereof), into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said shares shall be constituted at the date of conversion, at the conversion price of $____________ principal amount of Securities for each share of Common Stock or at the adjusted conversion price in effect at the date of conversion determined as provided in the Indenture, upon surrender of this Security, together with the conversion notice hereon duly executed, to the Company at the designated office or agency of the Company in ________________________, accompanied (if so required by the Company) by instruments of transfer, in form satisfactory to the Company and to the trustee, duly executed by the Holder or by its fully authorized attorney in writing. Such surrender shall, if made during any period beginning at the close of business on a Regular Record Date and ending at the opening of business on the Interest Payment Date next following such Regular Record Date (unless this Security or the portion being converted shall have been called for redemption on a Redemption Date during such period), also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no adjustment is to be made on conversion for interest accrued hereon or for dividends on shares of Common Stock issued on conversion. The Company is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale of substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or sale by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares) [, assuming if such consolidation, merger or sale is prior to ____________, 20__ , that this Security were convertible at the time of such consolidation, merger or sale at the initial conversion price specified above as adjusted from ____________, 20__ to such time pursuant to the Indenture). In the event of conversion of this Security in part only, a new Security or Securities for the unconverted portion hereof in part only, a new Security or Securities for the unconverted portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.) (If the Security is convertible into other securities of the Company, specify the conversion features.) [If the Security is not an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- insert formula for determining the 17 amount. Upon payment (a) of the amount of principal so declared due and payable and (b) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is an Original Issue Discount Security, -- In determining whether the Holders of the requisite aggregate principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Securities, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon the acceleration of the Maturity thereof.] As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 90 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one 18 or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 2.04. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. SECTION 2.05. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. [Name of Trustee], As Trustee Dated:______________ By_______________________________ Authorized Signatory 19 SECTION 2.06. FORMS OF CONVERSION NOTICE. To Fluor Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $ -------------- Dated: --------------- -------------------------------------------------------------------- Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner. ------------------------------------------------ Signature Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered holder. Social Security or Other Taxpayer - ------------------------ Identification Number (Name) ----------------------- - ------------------------------------ (Address) - ------------------------------------ Please print Name and Address (including zip code number) (The above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Company.) 20 ARTICLE THREE THE SECURITIES SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture shall be unlimited and all principal of and any interest on the Securities shall be payable in Dollars. The Securities may be issued in one or more series. There shall be established, in or pursuant to a Board Resolution, and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (4) the date or dates on which the principal or installments of principal of any Securities of the series is payable or the method of determination thereof and any rights to extend such date or dates; (5) the rate or rates at which any Securities of the series shall bear interest, if any, or the method if any by which such rate or rates are to be determined, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; (6) the place or places where, subject to the provisions of Section 10.02, the principal of and any interest on Securities of the series shall be payable, any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which, Securities of the series may be redeemed, in whole or 21 in part, at the option of the Company, and if other than by a Company Order, the manner in which any election by the Company to redeem the Securities shall be evidenced; (8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, the conditions, if any, giving rise to such obligation, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, and any provisions for the remarketing of such Securities; (9) the denominations in which any Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (10) if the amount of payments of principal of or any interest on any Securities of the series is to be determined with reference to an index, formula or other method, the manner in which such amounts shall be determined and the calculation agent, if any, with respect thereto; (11) if other than the currency of the United States of America, the currency, currencies, or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 1.02; (12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); (13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; (14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); (15) if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.02 or Section 13.03 or both such 22 Sections and, if other than by a Company Order, the manner in which any election by the Company to defease such Securities shall be evidenced; (16) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; (17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02; (18) if other than as defined in Section 1.01, the meaning of "Business Day" when used with respect to any Securities of the series; (19) if the Securities of the series may be issued or delivered (whether upon original issuance or upon exchange of a temporary Security of such series or otherwise), or any installment of principal of or any interest is payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions in addition to those specified in this Indenture, the form and terms of such certificates, documents or conditions; (20) the terms of any right to convert Securities of the series into shares of Common Stock of the Company or other securities or property; (21) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and (22) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to an Officers' Certificate pursuant to this Section 3.01 or in any indenture supplemental hereto; provided, however, that a different CUSIP number shall be obtained for Securities of any one series that are not identical (except as to denomination). All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such series. 23 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officers' Certificate or supplemental indenture may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company, or one or more of the Company's agents designated in an Officers' Certificate, in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of Section 3.03. SECTION 3.02. DENOMINATIONS. Unless otherwise provided in the applicable Officers' Certificate or supplemental indenture, the Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or the Treasurer or any Assistant Treasurer. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, (1) such Company Order may be delivered by the Company to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (2) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company Order and (3) the rate or rates of interest, if any, the Stated Maturity or Maturities, the original issue date or dates, the redemption provisions, if any, and any other terms of Securities of such series shall be determined by a Company Order or pursuant to such procedures. 24 If the forms or terms of the Securities of the series have been established in or pursuant to one or more Officers' Certificates as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) that the form and terms of such Securities have been duly authorized by the Company and established in conformity with the provisions of this Indenture; and (2) that such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any condition specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series and that the Opinion of Counsel above may state: (x) that the forms of such Securities have been, and the terms of such Securities (when established in accordance with such procedures as may be specified from time to time in a Company Order all as contemplated by and in accordance with a Board Resolution or an Officers' Certificate pursuant to Section 3.01, as the case may be) will have been, duly authorized by the Company and established in conformity with the provisions of this Indenture; and (y) that such Securities when (i) executed by the Company, (ii) completed, authenticated and delivered by the Trustee in accordance with this Indenture, and (iii) issued and delivered by the Company and paid for in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to customary exceptions. With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to Sections 2.01 and 3.01 and this Section, as applicable, at or prior to the time of the first authentication of Securities of such series unless and until it has received written notification that such opinion or other documents have been superseded or revoked. In connection with the authentication and delivery of Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to assume that the Company's instructions to authenticate and deliver such Securities do not violate any rules, regulations or orders of any governmental agency or commission having jurisdiction over the Company. 25 Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are subject to a Periodic Offering, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and opinion of counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication, upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. The Trustee may appoint an Authenticating Agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee's certificate of authentication shall be in substantially the form set forth in Section 2.05. Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. SECTION 3.04. TEMPORARY SECURITIES. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed 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 evidenced by their execution of such Securities. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities 26 of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 3.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 10.02 for such purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series of any authorized denomination or denominations, of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company may but shall not be required (a) to issue, register the transfer of or exchange Securities of any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 27 The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (a) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (b) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable, (c) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (d) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06, or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 28 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. Every new Security of any series 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 any such new Security shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities of that issue. 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. SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which 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 (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date 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 of such series (or their respective Predecessor 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 date of the proposed payment, 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 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 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 or her address as it appears 29 in the Security Register, 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 so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor 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. Subject to the foregoing provisions of this Section, 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 interest accrued and unpaid, and to accrue, which were carried by such other Security. Subject to the provisions of Section 14.02, in the case of any Security (or any part thereof) which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and payable, whether at Stated Maturity or by declaration of acceleration prior to such Interest Payment Dated), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence or in Section 14.02, in the case of any Security (or any part thereof) which is converted, interest whose Stated Maturity is after the date of conversion of such Security or such part thereof shall not be payable. SECTION 3.08. 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 and (except as otherwise specified as contemplated by Section 3.01 and subject to Section 3.05 and Section 3.07) interest on such Security 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. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary (or its nominee) shall have any rights under this Indenture with respect to such Global Security or any Security represented thereby, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security or any Security represented thereby for all purposes whatsoever. Notwithstanding the 30 foregoing, with respect to any Global Security, 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 a Depositary or impair, as between a Depositary and such holders of beneficial interest, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominees) as Holder of any Security. SECTION 3.09. CANCELLATION. All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any sinking fund payment, shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and all Registered Securities so delivered shall be promptly canceled 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 (including Securities received by the Company in exchange or payment for other Securities of the Company) and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered to the Trustee shall be promptly canceled by the Trustee. The Company may not reissue, or issue new Securities to replace, Securities it has paid for or delivered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary practice unless the Company directs by Company Order that the Trustee deliver canceled Securities to the Company. SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of any series shall be computed on the basis of a 360-day year of twelve 30-day months. SECTION 3.11. 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 in writing of any change in the "CUSIP" numbers. 31 ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (b) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to 32 subclause (b) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive. SECTION 4.02. APPLICATION OF TRUST MONEY. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. ARTICLE FIVE REMEDIES SECTION 5.01. EVENTS OF DEFAULT. "Event of Default," wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) Default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such Default for a period of 30 days; (2) Default in the payment of principal of or any premium on any Security of that series at its Maturity; (3) Default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and continuance of such Default for a period of 30 days; (4) Default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a Default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of Securities other than that series), and continuance of such Default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series a written notice specifying such Default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (5) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law, 33 or a decree or order approving as properly filed a petition seeking reorganization of the Company under any bankruptcy law, and such decree or order undischarged and unstayed for a period of 90 days, or a decree or order of a court for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding-up or liquidation of its affairs, and such decree or order undischarged and unstayed for a period of 90 days; (6) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudged a bankrupt or insolvent, or the consent by it to the filing of a bankruptcy proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization under any bankruptcy law, or its consent to the filing of any such petition, or its consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or its assignment for the benefit of creditors, or its admission in writing of its inability to pay its debts generally as they become due; or (7) any other Event of Default provided with respect to Securities of that series. SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an Event of Default actually known to a Trust Officer with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.01(5) or (6)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series by notice to the Company and the Trustee, may declare the principal amount of (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) all the Securities of that series to be immediately due and payable. Upon such a declaration, such principal (or portion thereof) shall be due and payable immediately. If an Event of Default specified in Section 5.01(5) or (6) occurs and is continuing, the principal amount (or portion thereof) of all the Securities of that series shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. At any time after such a declaration of acceleration with respect to Outstanding Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on all Securities of that series; 34 (b) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities; (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities; and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall have no obligations or liability for failure to act in connection with any Event of Default not actually known to a Trust Officer. SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. The Company covenants that if: (1) Default is made in the payment of any interest on any Security when such interest becomes due and payable and such Default continues for a period of 30 days, or (2) Default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses, disbursements and advances of the Trustee, its agents and counsel. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such right, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 35 SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities, or the property of the Company or of such other obligor or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized 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 other 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 to 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 6.07. No provision of this Indenture 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; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. SECTION 5.06. APPLICATION OF MONEY COLLECTED. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: First: To the payment of all amounts due the Trustee under Section 6.07; and Second: To the payment of the amounts then due and unpaid for principal, of any premium and interest on the Securities in respect of which or for the benefit of which such money had been collected, ratably, without preference or priority of any kind, 36 according to the amounts due and payable on such Securities for principal, and any premium and interest, respectively. SECTION 5.07. LIMITATION ON SUITS. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. SECTION 5.08. RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provision of this Indenture, the right, which is absolute and unconditional, of any Holder of any Security to receive payment of the principal of and (subject to Section 3.07) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) held by such Holder, on or after the respective due dates expressed in the Securities or any Redemption Date, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected adversely without the consent of each such Holder. SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or 37 has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. SECTION 5.12. CONTROL BY HOLDERS. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 5.13. WAIVER OF PAST DEFAULTS. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series that would be affected by such a default (voting as one class) may, on behalf of the Holders of all the Securities of such series, waive any past Default hereunder with respect to such series and its consequences, except a Default: (1) in the payment of the principal of or any premium or interest on any Security of such series, or 38 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. SECTION 5.14. UNDERTAKING FOR COSTS. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant (other than the Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 5.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.07 or a suit by Holders of more than l0% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). ARTICLE SIX THE TRUSTEE SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES. The duties and responsibilities of the Trustee shall be as provided by this Indenture and the Trust Indenture Act. (a) Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 39 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 6.02. NOTICE OF DEFAULTS. Within 90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such Default hereunder known to a Trust Officer of the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or responsible officers or a Trust Officer of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any Default of the character specified in Section 5.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of Section 6.01: 40 (1) the Trustee may conclusively rely and shall be fully 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; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; (3) 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, rely upon an Officers' Certificate; (4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (8) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (9) in no event shall the Trustee be responsible or liable to the Company for special, indirect, or consequential loss or damage of any kind whatsoever (including, but 41 not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (10) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; (11) 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 each agent, custodian and other Person employed to act hereunder; and (12) 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 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. SECTION 6.05. MAY HOLD SECURITIES. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. SECTION 6.06. MONEY HELD IN TRUST. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. SECTION 6.07. COMPENSATION AND REIMBURSEMENT. The Company shall: (1) pay to the Trustee from time to time reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services 42 rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, 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 and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. When the Trustee incurs expenses or renders services in connection with an Event of Bankruptcy such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally. SECTION 6.08. CONFLICTING INTERESTS. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 43 SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or after the removal of the Trustee pursuant to this Section 6.10, the resigning or removed Trustee, as the case may be, may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If at any time: (1) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (a) the Company by a Company Order may remove the Trustee with respect to all Securities, or (b) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Company Order, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series 44 delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.07. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (c) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided 45 therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any corporation into which the Trustee may be merger or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of the Securities remain Outstanding, the Trustee, with the concurrence of the Company, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue, and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall 46 be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at anytime an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.07 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent reasonable compensation, as agreed upon from time to time by the Company and the Authenticating Agent, for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: 47 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated:____________ [Name of Trustee], As Trustee By:________________________________ As Authenticating Agent By:________________________________ As Authorized Signatory ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. If the Trustee is not acting as Security Registrar for the Securities of any series, the Company will furnish or cause to be furnished to the Trustee: (1) semi-annually, not later than January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding January 1 or July 1, as the case may be, and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished. SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture Act. 48 SECTION 7.03. REPORTS BY TRUSTEE. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the TIA, the Trustee shall, within sixty days after each May 15 following the date of the initial issuance of Securities under this Indenture deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a). A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee in writing when any Securities are listed on any stock exchange and any delisting thereof. SECTION 7.04. REPORTS BY COMPANY. The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) either (a) the Company shall be the continuing corporation or (b) 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 the properties and assets of the Company substantially as an entirety (i) shall be a corporation, partnership or trust organized and validly existing under the laws of the United States or 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 reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; 49 (2) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company or any Restricted Subsidiary would become subject to a lien which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and (4) 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 and that all conditions precedent herein provided for relating to such transaction have been satisfied. SECTION 8.02. SUCCESSOR SUBSTITUTED. 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 of its properties and assets substantially as an entirety, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities. ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without the consent of any Holders, the Company, when authorized by or pursuant to a Company Order, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the 50 benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (a) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (b) shall become effective only when there is no such Security Outstanding; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (8) shall not adversely affect the interests of the Holders of Securities of any series in any material respect. SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Company Order, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or 51 currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date or any repayment date); or (2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 9.04. 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. 52 SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the TIA. SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. Securities of any series 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 of any series so modified as to conform, in the opinion of the Trustee and the Company, 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 of such series. ARTICLE TEN COVENANTS SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. In the absence of contrary provisions with respect to the Securities of any series, interest on the Securities of any series may, at the option of the Company, be paid by check mailed to the address of the Person entitled thereto as it appears on the Security Register. An installment of principal of or interest on the Securities shall be considered paid on the date it is due if the Trustee or a Paying Agent (other than the Company or an Affiliate of the Company) holds on that date funds designated for and sufficient to pay such installment. SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. As long as any of the Securities of a series remain Outstanding, the Company will maintain in each Place of Payment for such series an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the address of the Trustee set forth in Section 1.06, and the Company hereby appoints the Trustee as its agent to receive all such notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such 53 designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to 10:00 a.m., New York City time, on each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the TIA, and (unless such Paying Agent is the Trustee) the company will promptly notify the Trustee in writing of its action or failure so to act. The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b) during the continuance of any Default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or 54 such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. SECTION 10.04. COMPLIANCE CERTIFICATE. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, one of the signatures of which shall be that of the Company's principal executive, financial or accounting officer, stating whether or not, to the best 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 10.05. CORPORATE EXISTENCE. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. SECTION 10.06. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will or will cause a Restricted Subsidiary to pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or any Restricted Subsidiary or upon the income, profits or property of the Company or any Restricted Subsidiary, and (b) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Restricted Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings or if the Company shall determine that the failure to pay would not have a material adverse effect on the Company and its subsidiaries taken as a whole. SECTION 10.07. [RESERVED.] SECTION 10.08. [RESERVED.] SECTION 10.09. WAIVER OF COVENANTS. The Company may omit in any particular instance to comply with any covenant, term or condition with respect to the Securities of any series if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding 55 Securities of all series that would be affected by such a waiver (voting as one class) shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. ARTICLE ELEVEN REDEMPTION OF SECURITIES SECTION 11.01. APPLICABILITY OF ARTICLE. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for such Securities) in accordance with this Article. SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to redeem any Securities shall be evidenced by a Company Order. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The selection, by the Trustee, of the Securities to be redeemed shall be conclusive and binding and the Trustee shall incur no liability in connection with such selection. 56 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at the Holder's address appearing in the Security Register. All notices of redemption shall state: (1) the Redemption Date, (2) the Redemption Price, (3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed, (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (5) the place or places where each such Security is to be surrendered for payment of the Redemption Price, (6) that the redemption is for a sinking fund, if such is the case, and (7) the CUSIP number of the Securities to be redeemed. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. 57 SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. SECTION 11.07. SECURITIES REDEEMED IN PART. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (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 the 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 the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered; provided, however, that if a Global Security is so surrendered, such new Security so issued shall be a new Global Security in a denomination equal to the unredeemed portion of the principal of the Global Security so surrendered. 58 ARTICLE TWELVE SINKING FUNDS SECTION 12.01. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 3.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of the Securities of such series. SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The Company (a) may deliver Outstanding Securities of a series with the same issue date, interest rate and Stated Maturity (other than any previously called for redemption), and (b) may apply as a credit Securities of a series with the same issue date, interest rate and Stated Maturity which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of such series with the same issue date, interest rate and Stated Maturity; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 35 days (or such shorter period as shall be acceptable to the Trustee) prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 59 ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 13.01. COMPANY'S RIGHT WITH RESPECT TO DEFEASANCE OR COVENANT DEFEASANCE. The Company will have the right, at any time, to have Section 13.02 or Section 13.03 applied to any Securities or any series of Securities, as the case may be (other than Securities of a series designated pursuant to Section 3.01 as not being defeasible pursuant to Section 13.02 or 13.03), upon compliance with the conditions set forth below in this Article. Any such request shall be evidenced by a Company Order or in another manner specified as contemplated by Section 3.01 for such Securities. SECTION 13.02. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of its right to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, (i) payments in respect of the principal of and any premium and interest on the Outstanding Securities on the Stated Maturity of such principal or installment of principal of and any premium or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities, (b) the Company's obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and (d) this Article. Subject to compliance with this Article, the Company may exercise its option to have this Section applied to any Securities notwithstanding the prior exercise of its option to have Section 13.03 applied to such securities. SECTION 13.03. COVENANT DEFEASANCE. Upon the Company's exercise of its right to have this Section applied to any Securities or any series of Securities, as the case may be, (a) the Company shall be released from its obligations under Section 8.01(3), Section 10.06, and any covenants provided pursuant to Section 3.01(21), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities and (b) the occurrence of any event specified in Sections 5.01(4) (with respect to any of Section 8.01(3), Section 10.06, and any such covenants provided pursuant to Section 3.01(21), 9.01(2) or 9.01(7)), 5.01(5) and 5.01(6) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the 60 Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 5.01(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. SECTION 13.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfied the requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (a) money in an amount, or (b) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (c) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, "U.S. Government Obligation" means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this 61 instrument, there has been a change in the applicable Federal income tax law, in either case (a) or (b) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4) Such provision would not cause any Outstanding Securities if then listed on any securities exchange, to be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, any other agreement or instrument to which the Company is a party or by which it is bound. (8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (9) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. SECTION 13.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS. Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other 62 qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 13.04 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. SECTION 13.06. REINSTATEMENT. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. ARTICLE FOURTEEN CONVERSION OF SECURITIES SECTION 14.01. APPLICABILITY OF ARTICLE. Except as otherwise provided in one or more supplemental indentures applicable to a particular series of Securities which are convertible into shares of Common Stock of the Company, the provisions of this Article shall be applicable to the Securities of any series which are convertible into shares of Common Stock of the Company, and the issuance of such shares of Common Stock upon the conversion of such Securities, except as otherwise specified as contemplated by Section 3.01 for the Securities of such series. 63 SECTION 14.02. EXERCISE OF CONVERSION PRIVILEGE. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 10.02, accompanied by a duly executed conversion notice to the Company substantially in the form set forth in Section 2.06 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of any amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. 64 In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security. SECTION 14.03. NO FRACTIONAL SHARES. No fractional share of Common Stock of the Company shall be issued upon conversions of Securities of any series. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If, except for the provisions of this Section 14.03, any Holder of a Security or Securities would be entitled to a fractional share of Common Stock of the Company upon the conversion of such Security or Securities, or specified portion thereof, the Company shall pay to such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such Common Stock is listed or admitted to unlisted trading privileges on a national securities exchange on the last trading day prior to the date of conversion upon which such a sale shall have been effected, or (ii) if such Common Stock is not at the time so listed or admitted to unlisted trading privileges on a national securities exchange, on the basis of the average of the bid and asked prices of such Common Stock in the over-the-counter market, on the last trading day prior to the date of conversion, as reported by the National Quotation Bureau, Incorporated or similar organization if the National Quotation Bureau, Incorporated is no longer reporting such information, or if not so available, the fair market price as determined by the Board of Directors. For purposes of this Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the Common Stock is not traded on the New York Stock Exchange, or if the Common Stock is not traded on the new York Stock Exchange, on the principal exchange or market on which the Common Stock is traded or quoted. SECTION 14.04. ADJUSTMENT OF CONVERSION PRICE. The conversion price of Securities of any series that is convertible into Common Stock of the Company shall be adjusted for any stock dividends, stock splits, reclassifications, combinations or similar transactions in accordance with the terms of the supplemental indenture or Board Resolution setting forth the terms of the Securities of such series. Whenever the conversion price is adjusted, the Company shall compute the adjusted conversion price in accordance with terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers' Certificate setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02 and, if different, with the Trustee. The Company shall forthwith cause a notice setting forth the adjusted conversion price to be mailed, first class postage prepaid, to each Holder of Securities of such series at its address appearing on the Security Register and to any conversion agent other than the Trustee. 65 SECTION 14.05. NOTICE OF CERTAIN CORPORATE ACTIONS. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required); or (2) the Company shall authorize the granting to the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. SECTION 14.06. RESERVATION OF SHARES OF COMMON STOCK. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock of the Company then issuable upon the conversion of all Outstanding Securities of any series that has conversion rights. SECTION 14.07. PAYMENT OF CERTAIN TAXES UPON CONVERSION. The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of its Common Stock on conversion of Securities pursuant hereto. The 66 Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of its Common Stock in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid. SECTION 14.08. NONASSESSABILITY. The Company covenants that all shares of its Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and full paid and nonassessable. SECTION 14.09. EFFECT OF CONSOLIDATION OR MERGER ON CONVERSION PRIVILEGE. In case of any consolidation of the Company with, or merger of the Company into or with any other Person, or in case of any sale of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or the Person into which the Company shall have been merged or the Person which shall have acquired such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding of any series that is convertible into Common Stock of the Company shall have the right, which right shall be the exclusive conversion right thereafter available to said Holder (until the expiration of the conversion right of such Security), to convert such Security into the kind and amount of shares of stock or other securities or property (including cash) receivable upon such consolidation, merger or sale by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger or sale, subject to compliance with the other provisions of this Indenture, such Security and such supplemental indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in such Security. The above provisions of this Section shall similarly apply to successive consolidations, mergers or sales. It is expressly agreed and understood that anything in this Indenture to the contrary notwithstanding, if, pursuant to such merger, consolidation or sale, holders of outstanding shares of Common Stock of the Company do not receive shares of common stock of the surviving corporation but receive other securities, cash or other property or any combination thereof, Holders of Securities shall not have the right to thereafter convert their Securities into common stock of the surviving corporation or the corporation which shall have acquired such assets, but rather, shall have the right upon such conversion to receive the other securities, cash or other property receivable by a holder of the number of shares of Common Stock of the Company into which the Securities held by such holder might have been converted immediately prior to such consolidation, merger or sale, all as more fully provided in the first sentence of this Section 14.09. Anything in this Section 14.09 to the contrary notwithstanding, the provisions of this Section 14.09 shall not apply to a merger or consolidation of another corporation with or into the Company pursuant to which both of the following conditions are applicable: (i) the Company is the surviving corporation and (ii) the outstanding shares of Common Stock of the Company are not changed or converted into any other securities or property (including cash) or changed in number or character or reclassified pursuant to the terms of such merger or consolidation. 67 As evidence of the kind and amount of shares of stock or other securities or property (including cash) into which Securities may properly be convertible after any such consolidation, merger or sale, or as to the appropriate adjustments of the conversion prices applicable with respect thereto, the Trustee shall be furnished with and may accept the certificate or opinion of an independent certified public accountant with respect thereto; and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely thereon, and shall not be responsible or accountable to any Holder of Securities for any provision in conformity therewith or approved by such independent certified accountant which may be contained in said supplemental indenture. SECTION 14.10. DUTIES OF TRUSTEE REGARDING CONVERSION. Neither the Trustee nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Securities of any series that is convertible into Common Stock of the Company to determine whether any facts exist which may require any adjustment of the conversion price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument executed by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock of the Company, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities and neither the Trustee nor any conversion agent makes any representation with respect thereto. Subject to the provisions of Section 6.01, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of its Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the company contained in this Article Fourteen or in the applicable supplemental indenture, resolutions of the Board of Directors or written instrument executed by one or more duly authorized officers of the Company. SECTION 14.11. REPAYMENT OF CERTAIN FUNDS UPON CONVERSION. Any funds which at any time shall have been deposited by the Company or on its behalf with the Trustee or any other payment agent for the purpose of paying the principal of, and premium, if any, and interest, if any, on any of the Securities (including funds deposited for the sinking fund referred to in Article Twelve hereof) and which shall not be required for such purposes because of the conversion of such Securities as provided in this Article Fourteen shall after such conversion be repaid to the Company by the Trustee upon the Company's written request. [The remainder of this page has been intentionally left blank; signature page follows.] 68 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Indenture as of the day and year first above written. FLUOR CORPORATION, a Delaware corporation By: /s/ J. M. Oliva ------------------------------------ Name: J. M. Oliva ------------------------------------ Title: Vice President & Treasurer ------------------------------------ THE BANK OF NEW YORK, as Trustee By: /s/ Stacey B. Poindexter ------------------------------------ Name: Stacey B. Poindexter ------------------------------------ Title: Assistant Treasurer ------------------------------------ 69 EX-4.2 5 a96595exv4w2.txt EXHIBIT 4.2 EXHIBIT 4.2 - -------------------------------------------------------------------------------- FLUOR CORPORATION AND THE BANK OF NEW YORK, AS TRUSTEE --------------- FIRST SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 17, 2004 TO INDENTURE DATED AS OF FEBRUARY 17, 2004 --------------- $300,000,000 1.50% CONVERTIBLE SENIOR NOTES DUE 2024 - -------------------------------------------------------------------------------- TABLE OF CONTENTS

Page ---- ARTICLE 1 Definitions Section 1.01. Relation to Base Indenture.......................................................1 Section 1.02. Definition of Terms..............................................................2 Section 1.03. Other Definitions................................................................5 ARTICLE 2 General Terms And Conditions Of The Senior Notes Section 2.01. Designation and Principal Amount.................................................6 Section 2.02. Payment of Principal and Interest................................................7 Section 2.03. Denominations....................................................................7 Section 2.04. Global Senior Notes..............................................................7 Section 2.05. No Defeasance....................................................................8 Section 2.06. No Sinking Fund..................................................................8 Section 2.07 . Register of Senior Notes; Paying Agent; Conversion Agent.........................8 Section 2.08. Place of Payment.................................................................8 Section 2.09. Satisfaction and Discharge.......................................................9 ARTICLE 3 Redemption And Purchases Section 3.01. Company's Right to Redeem; Notices to Trustee....................................9 Section 3.02. Selection of Senior Notes to be Redeemed.........................................9 Section 3.03. Notice of Redemption............................................................10 Section 3.04. Effect of Notice of Redemption..................................................11 Section 3.05. Deposit of Redemption Price and Senior Notes Redeemed in Part...................11 Section 3.06. Purchase of Senior Notes by the Company at Option of the Holder.................11 Section 3.07. Purchase of Senior Notes at Option of the Holder Upon Fundamental Change........14 Section 3.08. Company's Right to Elect Manner of Payment of Purchase Price....................18 Section 3.09. Covenants of the Company........................................................23 Section 3.10. Taxes...........................................................................23 Section 3.11. Effect of Purchase Notice or Fundamental Change Purchase Notice.................23 Section 3.12. Deposit of Purchase Price or Fundamental Change Purchase Price..................25

i Section 3.13. Senior Notes Purchased in Part..................................................26 Section 3.14. Covenant to Comply with Securities Laws upon Purchase of Senior Notes...........26 Section 3.15. Repayment to the Company........................................................26 ARTICLE 4 Events Of Default Section 4.01. Events of Default...............................................................27 Section 4.02. Acceleration....................................................................29 ARTICLE 5 Conversion Section 5.01. Right to Convert................................................................30 Section 5.02. Conversion Procedures...........................................................31 Section 5.03. Payment of Cash in Lieu of Common Stock.........................................33 Section 5.04. Fractional Shares...............................................................35 Section 5.05. Taxes on Conversion.............................................................36 Section 5.06. Reservation of Shares, Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock...........................................36 Section 5.07. Adjustment of Conversion Rate...................................................37 Section 5.08 . When No Adjustment Required.....................................................46 Section 5.09. Notice of Certain Transactions..................................................47 Section 5.10. Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege ......................................................................47 Section 5.11. Trustee's Disclaimer............................................................48 Section 5.12. Rights Issued in Respect of Common Stock Issued upon Conversion.................49 Section 5.13. Company Determination Final.....................................................49 Section 5.14. Conversion Provisions in Base Indenture.........................................49 ARTICLE 6 Amendments Section 6.01. Without Consent of Holders......................................................50 Section 6.02. With Consent of Holders.........................................................50 Section 6.03. Execution and Effect of Amendments..............................................52 ARTICLE 7 Miscellaneous Section 7.01. Ratification of Indenture.......................................................53 Section 7.02. Trustee Not Responsible for Recitals............................................53 ii Section 7.03. New York Law to Govern..........................................................53 Section 7.04. Separability....................................................................53 Section 7.05. Counterparts....................................................................53 EXHIBIT A - Form of Global Senior Note A-1 EXHIBIT B - Form of Certified Senior Note B-1 iii THIS FIRST SUPPLEMENTAL INDENTURE (the "SUPPLEMENTAL INDENTURE"), dated as of February 17, 2004 is between Fluor Corporation, a Delaware corporation (the "COMPANY"), and The Bank of New York, as Trustee (the "TRUSTEE"). R E C I T A L S WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated as of February 17, 2004 (the "BASE INDENTURE" and together with the Supplemental Indenture, the "INDENTURE"), providing for the issuance from time to time of series of the Company's Securities (as defined in the Base Indenture); WHEREAS, Section 9.01 of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture; WHEREAS, pursuant to Section 3.01 of the Base Indenture, the Company wishes to provide for the issuance of a new series of Securities to be known as its 1.50% Convertible Senior Notes due 2024 (the "SENIOR NOTES"), the form and terms of such Senior Notes and the terms, provisions and conditions thereof to be set forth as provided in this Supplemental Indenture; and WHEREAS, the Company has requested that the Trustee to join with it in the execution and delivery of this Supplemental Indenture and all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company. NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1 Definitions Section 1.01 . Relation to Base Indenture. This Supplemental Indenture constitutes an integral part of the Base Indenture. The changes, modifications and supplements to the Base Indenture affected by this Supplemental Indenture shall be applicable only with respect to, and shall govern only the terms of, the Senior Notes and shall not apply to any other Securities that may be issued under the 1 Base Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. All Senior Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no Senior Notes will have the right to vote or consent as a separate class on any matter. Section 1.02. Definition of Terms. For all purposes of this Supplemental Indenture: (a) Capitalized terms used herein without definition shall have the meanings specified in the Base Indenture; (b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout; (c) the singular includes the plural and vice versa; (d) headings are for convenience of reference only and do not affect interpretation; and (e) the following terms have the meanings given to them in this Article 1: "CALCULATION AGENT" means the Trustee or such other office or any agency designated by the Company as calculation agent. "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 SENIOR NOTES" means Senior Notes that are in the form of the Senior Notes attached hereto as Exhibit B. "CLOSING PRICE" means on any date the closing sale price per share of the Common Stock (or, if no closing sale price is reported, the average of the bid and asked prices or, if there is more than one bid or ask price, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market. The Closing Price will be determined without reference to after hours or extended market trading. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the Closing Price will be the last quoted bid for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not 2 so quoted, the Closing Price will be the average of the midpoint of the last bid and asked prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. "COMMON STOCK" means the common stock, $0.01 par value per share, of the Company existing on the date of the Indenture or any other shares of Capital Stock of the Company into which such Common Stock shall be reclassified or changed. "CONVERSION AGENT" means the Trustee or such other office or any agency designated by the Company where Senior Notes may be presented for conversion. "CONVERSION PRICE" as of any date means $1,000 divided by the Conversion Rate in effect on such date. "CONVERSION RATE" means 17.8750 shares of Common Stock per $1,000 principal amount of the Senior Notes, subject to adjustment pursuant to Section 5.07. "CONVERSION SETTLEMENT DATE" means (i) if the Company elects to satisfy its entire conversion obligation in shares of Common Stock, the third Business Day following the Conversion Date or (ii) if the Company elects to pay cash in lieu of Common Stock pursuant to Section 5.03, the third Business Day following the final day of the Cash Settlement Averaging Period. "CUSTODIAN" means The Bank of New York, as custodian with respect to the Senior Notes in global form, or any successor entity thereto. "DEFAULTED INTEREST" shall have the meaning set forth in Section 3.07 of the Base Indenture. "DESIGNATED SUBSIDIARY" means any existing or future, direct or indirect, Subsidiary of the Company whose assets constitute 15% or more of the total assets of the Company on a consolidated basis. "EX-DIVIDEND DATE" means the first date upon which a sale of the Common Stock, carried out in the regular way on the relevant exchange or in the relevant market for the Common Stock, does not automatically transfer the right to receive the relevant dividend or distribution from the seller of the Common Stock to its buyer. "GLOBAL SENIOR NOTES" means Senior Notes that are substantially in the form of the Senior Notes attached hereto as Exhibit A, and that are registered in the register of Senior Notes in the name of the Depositary or a nominee thereof. 3 "INTEREST" means interest payable on each Senior Note pursuant to Section 1 of the Senior Notes. "INTEREST PAYMENT DATE" means February 15 and August 15 of each year, commencing August 15, 2004. "ISSUE DATE" of any Senior Notes means the date on which the Senior Notes were originally issued or deemed issued as set forth on the face of the Senior Notes. "MARKET PRICE" means, with respect to shares of Common Stock, the average of the Closing Prices of a share of Common Stock for the 10-Trading Days immediately preceding and including the third Business Day prior to the applicable Purchase Date (if the third Business Day prior to the applicable Purchase Date is a Trading Day, or if not, then on the last Trading Day prior to the third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the Trading Days during the 10-Trading Day period and ending on the Purchase Date of any event described in Sections 5.07 and 5.10. "NEW YORK STOCK EXCHANGE" means the New York Stock Exchange, Inc. "PAYING AGENT" means the trustee or such other office or any agency designated by the Company where Senior Notes may be presented for payment. "PREDECESSOR SENIOR NOTE" of any particular Senior Note means every previous Senior Note evidencing all or a portion of the same debt as that evidenced by such particular Senior Note; and, for the purposes of this definition, any Senior Note authenticated and delivered under Section 3.06 of the Base Indenture in exchange for or in lieu of a mutilated, destroyed, lost or stolen Senior Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Senior Note. "RECORD DATE" means February 1 and August 1 of each year. "REDEMPTION DATE" means the date specified in a notice of redemption on which the Senior Notes may be redeemed in accordance with the terms of the Senior Notes and the Indenture. "SENIOR NOTES" means any of the Company's 1.50% Convertible Senior Notes due 2024, issued under the Indenture. "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the Securities of any issue means a date fixed by the Trustee pursuant to Section 3.07 of the Base Indenture. 4 "STATED MATURITY", when used with respect to any Senior Note, means February 15, 2024. "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 Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, on the Nasdaq National Market or, if the Common Stock is not reported by the Nasdaq National Market, on the principal other market on which the Common Stock is then traded. "TRUST OFFICER" means any officer within the corporate trust department of the Trustee including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge and familiarity with the particular subject. "UNDERWRITERS" means the underwriters set forth on Schedule I of the Underwriting Agreement. "UNDERWRITING AGREEMENT" means the Underwriting Agreement dated as of February 10, 2004 among the Company and Banc of America Securities LLC and Citigroup Global Market Inc., as representatives of the Underwriters. Section 1.03. Other Definitions.

TERMS: DEFINED IN SECTION: ------ ------------------- "ADJUSTMENT EVENT" 5.07(l) "BENEFICIAL OWNER" 3.07(a) "CASH" 3.01 "CASH AMOUNT" 5.03(a) "CASH SETTLEMENT NOTICE PERIOD" 5.03(a) "CASH SETTLEMENT AVERAGING PERIOD" 5.03(a) "COMPANY NOTICE" 3.08(d) "COMPANY NOTICE DATE" 3.08(b) "CONTINUING DIRECTOR" 3.07(a) "CONVERSION DATE" 5.02 "CONVERSION OBLIGATION" 5.01(a) "CONVERSION RETRACTION PERIOD" 5.03(a) "CONVERSION SETTLEMENT DISTRIBUTION" 5.03(a) "CURRENT MARKET PRICE" 5.07(h)

5

TERMS: DEFINED IN SECTION: ------ ------------------- "DETERMINATION DATE" 5.07(l) "DIVIDEND THRESHOLD AMOUNT" 5.07(e) "DISTRIBUTED ASSETS OR SECURITIES" 5.07(d) "DTC" 2.04 "ELECTION AMOUNT" 5.03(c) "ELECTION DATE" 5.03(c) "EVENT OF DEFAULT" 4.01 "EX-DIVIDEND TIME" 5.07(d) "EXPIRATION TIME" 5.07(f) "FAIR MARKET VALUE" 5.07(h) "FINAL NOTICE DATE" 5.03(a) "FIRST PURCHASE DATE" 3.06 "FUNDAMENTAL CHANGE" 3.07(a) "FUNDAMENTAL CHANGE PURCHASE DATE" 3.07(a) "FUNDAMENTAL CHANGE PURCHASE NOTICE" 3.07(c) "FUNDAMENTAL CHANGE PURCHASE PRICE" 3.07(a) "ISSUER TENDER OFFER" 3.14 "NON-ELECTING SHARE" 5.10 "NOTICE OF CONVERSION" 5.02 "NOTICE OF DEFAULT" 4.01 "PURCHASE DATE" 3.06 "PURCHASE NOTICE" 3.06 "PURCHASE PRICE" 3.06 "PURCHASED SHARES" 5.07(f) "REDEMPTION PRICE" 3.01 "REGULAR RECORD DATE" 5.07(h) "RIGHTS" 5.12 "RIGHTS AGREEMENT" 5.12 "SUBSEQUENT PURCHASE DATE" 3.06 "TRIGGER EVENT" 5.07(d)

ARTICLE 2 General Terms And Conditions Of The Senior Notes Section 2.01. Designation and Principal Amount. There is hereby authorized and established a series of Securities designated as 1.50% Convertible Senior Notes due 2024 in aggregate principal amount of $300,000,000 (up to $330,000,000 in the event the Underwriters exercise the over-allotment option in full to purchase additional Senior Notes granted to them in the Underwriting Agreement). The Senior Notes may be issued from time to time upon written 6 order of the Company for the authentication and delivery of Senior Notes pursuant to Section 3.03 of the Base Indenture. Section 2.02. Payment of Principal and Interest. (a) The principal of each Senior Note shall be due at the Stated Maturity of such Senior Note (unless earlier converted, redeemed or purchased by the Company). The unpaid principal amount of the Senior Notes shall bear Interest at the rate of 1.50% per annum, until paid or duly provided for, and such Interest shall accrue from February 17, 2004 or from the most recent Interest Payment Date to which Interest has been paid or duly provided for. Except as provided herein, Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person or Persons in whose name the Senior Notes are registered on the Record Date for such Interest Payment Date. (b) Payments of Interest on the Senior Notes shall include Interest accrued to but excluding the respective Interest Payment Dates, Redemption Date, Purchase Date or Fundamental Change Purchase Date, as the case may be; provided, however, that in the case of a Redemption Date that occurs after a Record Date and prior to the corresponding Interest Payment Date, the Company shall pay the full amount of accrued and unpaid Interest to such Interest Payment Date to the Holder on the corresponding Redemption Date. Payments of Interest for the Senior Notes shall be computed and paid on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date (other than an Interest Payment Date coinciding with the Stated Maturity or earlier Redemption Date, Purchase Date or Fundamental Change Purchase Date) of a Senior Note falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day, provided that, if such Business Day falls in the next succeeding calendar month, the Interest Payment Date will be brought forward to the immediately preceding Business Day. If the Stated Maturity, Redemption Date, Purchase Date or Fundamental Change Purchase Date of a Senior Note would fall on a day that is not a Business Day, the required payment of Interest, if any, and principal will be made on the next succeeding Business Day and no Interest on such payment will accrue for the period from and after the Stated Maturity, Redemption Date or Purchase Date or Fundamental Change Purchase Date to such next succeeding Business Day. Section 2.03. Denominations. The Senior Notes shall initially be issued in fully registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. Section 2.04. Global Senior Notes. (a) The Senior Notes shall initially be issued in the form of one or more Global Senior Notes. The Company initially appoints The Depository Trust Company ("DTC") to act as the Depositary. The Senior Notes shall be registered in the name of Cede & Co., as nominee of DTC, and deposited with the Trustee as Custodian for DTC. The Company shall issue 7 the Senior Notes in the form of Certificated Senior Notes if DTC notifies the Company that it is unwilling or unable to continue as Depositary or DTC ceases to be a clearing agency registered under the Exchange Act and a successor Depositary is not appointed by the Company within 90 days. In addition beneficial interests in a Global Senior Note may be exchanged for Certificated Senior Note upon request by or on behalf of DTC in accordance with DTC's customary procedures. The Company may determine at any time and in its sole discretion that Senior Notes shall no longer be represented by Senior Global Notes, in which case the Company will issue Certificated Senior Notes in exchange for the Senior Global Notes. (b) Record ownership of the Global Senior Notes may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee, except as set forth in this Section 2.04. An owner of a beneficial interest in the Global Senior Notes may hold its interests in the Global Senior Notes directly through DTC if such owner is a participant in DTC, or indirectly through organizations which are direct DTC participants if such owner is not a participant in DTC. Transfers between direct DTC participants will be effected in the ordinary way in accordance with DTC's rules and will be settled in same-day funds. Beneficial interests in the Global Senior Notes held by DTC may also be owned through certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly. Payment of Defaulted Interest shall be made as provided in the Base Indenture. Section 2.05. No Defeasance. The provisions of Article Thirteen of the Base Indenture shall not apply to the Senior Notes. Section 2.06. No Sinking Fund. The provisions of Article Twelve of the Base Indenture shall not apply to the Senior Notes and the Senior Notes are not entitled to the benefit of any sinking fund. Section 2.07. Register of Senior Notes; Paying Agent; Conversion Agent. The Security Registrar, Paying Agent, Conversion Agent, the Calculation Agent and the Custodian for the Senior Notes shall initially be the Trustee. Section 2.08. Place of Payment. The place of payment for the Senior Notes shall be at the Company's office or agency in the Borough of Manhattan, The City of New York, which initially shall be the Corporate Trust Office. So long as the Senior Notes are in the form of registered Global Senior Notes, the Company agrees that payments of Interest on, and any portion of the principal of, the Senior Notes shall be made by the Paying Agent, upon receipt from the Company of immediately available funds, directly to the Depositary (by Federal funds wire transfer). 8 Section 2.09. Satisfaction and Discharge. The provisions of Article Four of the Base Indenture shall be applicable to the Indenture and the Senior Notes; provided, however, that the provisions in Section 4.01(1)(b)(ii) and Section 4.01(1)(b)(iii) of the Base Indenture shall not apply to the Indenture and the Senior Notes. ARTICLE 3 Redemption And Purchases Section 3.01. Company's Right to Redeem; Notices to Trustee. Prior to February 16, 2009, the Senior Notes will not be redeemable at the Company's option. Beginning on February 16, 2009, the Company, at its option, may redeem the Senior Notes in accordance with the provisions of Section 5 of the Senior Notes in U.S. legal tender ("CASH") at any time as a whole, or from time to time in part, at a redemption price (the "REDEMPTION PRICE") equal to 100% of the principal amount of the Senior Notes redeemed plus accrued and unpaid Interest, if any, on the Senior Notes redeemed to (but excluding) the Redemption Date. If the Company elects to redeem Senior Notes pursuant to Section 5 of the Senior Notes, it shall notify the Trustee in writing of the Redemption Date, the principal amount of Senior Notes to be redeemed and the Redemption Price. The Company shall give the notice to the Trustee provided for in this Section 3.01 by a Company Order, at least 45 days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee). Senior Notes called for redemption may be surrendered for conversion from the date of notice of the redemption until the close of business on the Business Day immediately preceding the Redemption Date. Section 3.02. Selection of Senior Notes to be Redeemed. If less than all of the Senior Notes are to be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select the Senior Notes to be redeemed by lot or on a pro rata basis. The Trustee shall make the selection within five Business Days after it receives the notice provided for in Section 3.01 from outstanding Senior Notes not previously called for redemption. The Trustee may select for redemption portions of the principal amount of Senior Notes that have denominations larger than $1,000. Senior Notes and portions of Senior Notes that the Trustee selects shall be in principal amounts of $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to Senior Notes called for redemption also apply to portions of Senior Notes called for redemption. The Trustee shall notify the 9 Company promptly of the Senior Notes or portions of the Senior Notes to be redeemed. Senior Notes and portions of Senior Notes that are to be redeemed are convertible, pursuant to Section 5.01(c), by the Holder until the close of business on the Business Day prior to the Redemption Date. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Senior Notes selected, the converted portion of such Senior Notes shall be deemed (so far as may be) to be the portion selected for redemption. Senior Notes that have been converted during a selection of Senior Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Section 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Senior Notes to be redeemed. The notice shall identify the Senior Notes to be redeemed and shall state: (1) the Redemption Date; (2) the Redemption Price; (3) the Conversion Rate; (4) the name and address of the Paying Agent and Conversion Agent; (5) that Senior Notes called for redemption may be converted at any time before the close of business on the Business Day prior to the Redemption Date; (6) that Holders who want to convert their Senior Notes must satisfy the requirements set forth in Section 8 of the Senior Notes; (7) that Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; (8) if fewer than all of the outstanding Senior Notes are to be redeemed, the certificate numbers, if any, and principal amounts of the particular Senior Notes to be redeemed; (9) that, unless the Company defaults in making payment of such Redemption Price and Interest, if any, on Senior Notes called for redemption will cease to accrue on and after the Redemption Date; and 10 (10) the CUSIP number(s) of the Senior Notes. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense, provided that the Company makes such request at least seven Business Days (or such shorter period as may be satisfactory to the Trustee) prior to the date by which such notice of redemption must be given to Holders in accordance with this Section 3.03. Section 3.04. Effect of Notice of Redemption. Once notice of redemption is given, Senior Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice except for Senior Notes which are converted in accordance with the terms of the Indenture. Upon surrender to the Paying Agent, such Senior Notes shall be paid at the Redemption Price stated in the notice. Section 3.05. Deposit of Redemption Price and Senior Notes Redeemed in Part. Prior to 10:00 a.m. (New York City time), on the Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of all Senior Notes to be redeemed on that date other than Senior Notes or portions of Senior Notes 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 Senior Notes pursuant to Article 5 hereof. 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. If money sufficient to pay the Redemption Price of all Senior Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m. (New York City time) on the Redemption Date, immediately on and after such Redemption Date, Interest, if any, will cease to accrue on such Senior Notes or portions thereof. Once notice of redemption is given, Senior Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice except for Senior Notes which are converted in accordance with the terms of the Indenture. Upon surrender to the Paying Agent, such Senior Notes shall be paid at the Redemption Price stated in the notice. Section 3.06. Purchase of Senior Notes by the Company at Option of the Holder. Senior Notes shall be purchased by the Company pursuant to Section 6 of the Senior Notes at the option of the Holder on February 15, 2009, February 15, 2014 and February 15, 2019 (each, a "PURCHASE DATE"), at a purchase price equal to 100% of the principal amount of those Senior Notes, plus accrued and unpaid Interest, if any, on those Senior Notes, to (but excluding) such Purchase 11 Date (the "PURCHASE PRICE"). Senior Notes repurchased by the Company on February 15, 2009 (the "FIRST PURCHASE DATE") shall be paid in cash and subsequent repurchases on February 15, 2014 and February 15, 2019 (each a "SUBSEQUENT PURCHASE DATE") shall be paid in cash, shares of Common Stock or in any combination of cash and shares of Common Stock at the Company's option in the manner pursuant to Section 3.08. Notwithstanding anything to the contrary in the Indenture, at any time prior to Stated Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the Holders of the Senior Notes, by notice to the Trustee and the Holders of the Senior Notes to satisfy 100% of the principal amount of the Senior Notes so required to be repurchased by the Company pursuant to this Section 3.06 after the date of such election plus accrued and unpaid Interest, if any, on the Senior Notes in cash. At least 22 Business Days prior to each Purchase Date, the Company or the Trustee (at the Company's request and expense) shall notify the Holders of the Senior Notes of their purchase right, the relevant Purchase Date and the purchase procedures. Purchases of Senior Notes hereunder shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by the Holder of a written notice of purchase (a "PURCHASE NOTICE") during the period beginning at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until the close of business on the Business Day prior to such Purchase Date stating: (A) the certificate number of the Senior Note which the Holder will deliver to be purchased or the appropriate Depositary procedures if Certificated Senior Notes have not been issued for such Senior Note, (B) the portion of the principal amount of the Senior Note which the Holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, (C) that such Senior Note shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in Section 6 of the Senior Notes and in the Indenture, and (D) in the event the Company elects, pursuant to Section 3.08(c), to pay the Purchase Price, in whole or in part, in shares of Common Stock but such portion of the Purchase Price shall ultimately be paid to such Holder entirely in cash because any of the conditions to payment of the Purchase Price in shares of Common Stock are not satisfied prior to the close of business 12 on the third Business Day prior to the relevant Purchase Date, as set forth in Section 3.08, whether such Holder elects (i) to withdraw such Purchase Notice as to some or all of the Senior Notes to which such Purchase Notice relates (stating the principal amount and certificate numbers, if any, of the Senior Notes as to which such withdrawal shall relate), or (ii) to receive cash in respect of the entire Purchase Price for all Senior Notes (or portions thereof) to which such Purchase Notice relates; and (ii) delivery of such Senior Note to the Paying Agent at any time after delivery of the Purchase Notice (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 3.06 only if the Senior Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. If a Holder, in such Holder's Purchase Notice and in any written notice of withdrawal delivered by such Holder pursuant to the terms of Section 3.08, fails to indicate such Holder's choice with respect to the election set forth in clause (D) of Section 3.06(i), such Holder shall be deemed to have elected to receive cash in respect of the entire Purchase Price for all Senior Notes subject to such Purchase Notice in the circumstances set forth in such clause (D). The Company shall purchase from the Holder thereof, pursuant to this Section 3.06, such portion of a Senior Note, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Senior Note also apply to the purchase of such portion of such Senior Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.06 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Purchase Date and the date the Senior Notes are delivered to, and received by, the Paying Agent. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.06 shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the Business Day immediately prior to the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.11. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. 13 Section 3.07. Purchase of Senior Notes at Option of the Holder Upon Fundamental Change. (a) (i) If a Fundamental Change occurs (subject to certain exceptions set forth below), the Senior Notes not previously purchased by the Company shall be purchased by the Company, in cash, at the option of the Holder thereof, at a purchase price equal to 100% of the principal amount of those Senior Notes, plus accrued and unpaid Interest, if any, on those Senior Notes to (but excluding) the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"), as of the date that is no later than 25 Business Days after the date of the notice of Fundamental Change mailed by the Company pursuant to Section 3.07(b) (the "FUNDAMENTAL CHANGE PURCHASE DATE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.07(c); provided that, if the Fundamental Change Purchase Date is after a Record Date and before the next succeeding Interest Payment Date, accrued and unpaid Interest, if any, on those Senior Notes shall be paid to the Holder as of that Record Date. A "FUNDAMENTAL CHANGE" will be deemed to have occurred at such time after the Senior Notes are originally issued when any of the following events shall occur: (A) the acquisition by any person, including any syndicate or group deemed to be a "PERSON" under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its Subsidiaries, or any of the employee benefit plans of the Company (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); (B) the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors; or (C) the Company consolidates or merges with or into any other Person, any merger of another Person into the Company, or any conveyance, transfer, sale, lease or other disposition, of all or substantially all of the Company's properties and assets to another Person, other than: 14 (a) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; or (2) pursuant to which holders of the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; or (b) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the surviving Person or a direct or indirect parent of the surviving corporation; or (D) the Common Stock is not listed for trading on a U.S. national security exchange or approved for listing on the Nasdaq National Market. A "CONTINUING DIRECTOR" shall mean, as of any date of determination, any member of the Board of Directors of the Company who: (A) was a member of the Board of Directors of the Company on the date hereof; or (B) was nominated for election or elected as a director by a majority of the continuing directors who were members of such Board of Directors at the time of the new director's nomination or election. (ii) Notwithstanding the provisions of Section 3.07(a)(i), the Company shall not be required to purchase the Senior Notes of the Holders upon a Fundamental Change pursuant to this Section 3.07 if: (A) the Closing Price per share of Common Stock for any five Trading Days within the period of 10 consecutive Trading Days (x) ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change in the case of a Fundamental Change set forth under clauses (A) or (B) of the definition of Fundamental 15 Change above, or (y) ending immediately before the Fundamental Change in the case of a Fundamental Change set forth under clause (C) of the definition of Fundamental Change above, equals or exceeds 105% of the Conversion Price of the Senior Notes in effect on each of those five Trading Days; or (B) 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters' appraisal rights) constituting a Fundamental Change consists of shares of common stock, ordinary shares or American Depositary Shares traded or to be traded immediately following a Fundamental Change on a national securities exchange or the Nasdaq National Market, and, as a result of the transaction or transactions, the Senior Notes become convertible into that common stock, ordinary shares or American Depositary Shares (and any rights attached thereto). For the purposes of this Section 3.07, (x) whether a person is a "BENEFICIAL OWNER" shall be determined in accordance with Rule 13d-3 under the Exchange Act and (y) the term "PERSON" includes any syndicate or group that would be deemed to be a "PERSON" under Section 13(d)(3) of the Exchange Act. (b) No later than 15 days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change by first class mail to the Trustee, the Paying Agent and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Purchase Notice to be completed by the Holder and shall state: (i) briefly, the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which the Fundamental Change Purchase Notice pursuant to this Section 3.07 must be delivered to the Paying Agent in order for a Holder to exercise the repurchase rights; (iii) the Fundamental Change Purchase Date; (iv) the Fundamental Change Purchase Price; (v) whether the Fundamental Change Purchase Price will be paid in cash or Common Stock, or a combination thereof; (vi) the name and address of the Paying Agent and the Conversion Agent; 16 (vii) the Conversion Rate; (viii) that the Senior Notes as to which a Fundamental Change Purchase Notice has been given may be converted if they are otherwise convertible pursuant to Article 5 hereof only if the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of the Indenture; (ix) that the Senior Notes must be surrendered to the Paying Agent to collect payment; (x) that the Fundamental Change Purchase Price for any Senior Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Senior Note as described in clause (ix); (xi) briefly, the procedures the Holder must follow to exercise rights under this Section 3.07; (xii) briefly, the conversion rights, if any, on the Senior Notes; (xiii) the procedures for withdrawing a Fundamental Change Purchase Notice; (xiv) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, Interest on Senior Notes surrendered for purchase by the Company will cease to accrue on and after the Fundamental Change Purchase Date; and (xv) the CUSIP number(s) of the Senior Notes. (c) A Holder may exercise its rights specified in Section 3.07(a) upon delivery of a written notice of purchase (a "FUNDAMENTAL CHANGE PURCHASE NOTICE") to the Paying Agent at any time on or prior to the close of business on the Fundamental Change Purchase Date stating: (i) the certificate number of the Senior Note which the Holder will deliver to be purchased or the appropriate Depositary procedures if Certificated Senior Notes have not been issued; (ii) the portion of the principal amount of the Senior Note which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple of $1,000; and 17 (iii) that such Senior Note shall be purchased pursuant to the terms and conditions specified in Section 6 of the Senior Notes and in the Indenture. The delivery of such Senior Notes, duly endorsed for transfer, to the Paying Agent with the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.07 and Section 3.08 only if the Senior Notes so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.07, a portion of a Senior Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Senior Note also apply to the purchase of such portion of such Senior Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.07 shall be consummated by the delivery of the consideration to be received by the Holder on the Fundamental Change Purchase Date. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.07(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.11. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written withdrawal thereof. Section 3.08. Company's Right to Elect Manner of Payment of Purchase Price. (a) The Senior Notes to be purchased on any Subsequent Purchase Date, pursuant to Section 3.06, may be paid for, in whole or in part, at the election of the Company, in cash or shares of Common Stock, or in any combination of cash and shares of Common Stock, subject to the conditions set forth in Section 3.08(c) and Section 3.08(d). Notwithstanding anything to the contrary in the Indenture, at any time prior to Stated Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the Holders of the Senior Notes, by notice to the Trustee and the Holders of the Senior Notes to satisfy 100% of the principal amount of the Senior Notes required to be purchased by the Company pursuant to Section 3.06 after the date of such election plus accrued and unpaid Interest, if any, on the Senior Notes in cash. The Company shall designate, in the Company 18 Notice delivered pursuant to Section 3.08(d), whether the Company will purchase the Senior Notes for cash or shares of Common Stock, or, if a combination thereof, the percentages of the Purchase Price, as the case may be, of Senior Notes in respect of which it will pay in cash or shares of Common Stock; provided that the Company will pay cash for fractional interests in shares of Common Stock. For purposes of determining the existence of potential fractional interests, all Senior Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Senior Notes are purchased pursuant to Section 3.06 shall receive the same percentage of cash or shares of Common Stock in payment of the Purchase Price for such Senior Notes, except (i) as provided in this Section 3.08(c) with regard to the payment of cash in lieu of fractional shares of Common Stock and (ii) in the event that the Company is unable to purchase the Senior Notes of a Holder or Holders for shares of Common Stock because any necessary qualifications or registrations of the shares of Common Stock under applicable state laws cannot be obtained, or because the conditions to purchasing the Senior Notes for shares of Common Stock set forth in Section 3.09(c) have not been satisfied, the Company may purchase the Senior Notes of such Holder or Holders for cash. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Holders except pursuant to Section 3.08(b) or pursuant to Section 3.08(c) in the event of a failure to satisfy, prior to the close of business on the third Business Day immediately preceding the Subsequent Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in shares of Common Stock. At least three Business Days before each Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company; (ii) the information required by Section 3.08(d) in the Company Notice; (iii) if the Company elects to pay the Purchase Price or a specified percentage thereof, in shares of Common Stock, that the conditions to such manner of payment set forth in Section 3.08(c) have been or will be complied with; and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 3.08(d). (b) Purchase with Cash. At the option of the Company, the Purchase Price of Senior Notes in respect of which a Purchase Notice pursuant to Section 3.06(i) has been given, or a specified percentage thereof, may be paid by the 19 Company with cash equal to the aggregate Purchase Price of such Senior Notes; provided, however, that the Purchase Price of Senior Notes to be purchased on the First Purchase Date shall be paid in cash. The Company Notice, as provided in Section 3.08(d), shall be sent to Holders (and to beneficial owners as required by applicable law) not less than 22 Business Days prior to such Purchase Date (the "COMPANY NOTICE DATE"). (c) Payment by Issuance of Shares of Common Stock. At the option of the Company, the Purchase Price of Senior Notes to be purchased by the Company on a Subsequent Purchase Date in respect of which a Purchase Notice pursuant to Section 3.06(i) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the portion of the Purchase Price to be paid in shares of Common Stock by (ii) 100% of the Market Price determined by the Company in the Company Notice, subject to the next succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Price. Instead, the Company will pay cash based on the current market value of the fractional share. The current market value of a fractional share of Common Stock shall be determined, to the nearest 1/1,000th of a share, by multiplying the Market Price of a full share of Common Stock by the fractional amount and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Senior Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Senior Notes to be purchased. If the Company elects to purchase the Senior Notes by the issuance of shares of Common Stock or in any combination of cash and Common Stock, the Company Notice, as provided in Section 3.08(d), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase Senior Notes through the issuance of shares of Common Stock shall be conditioned upon: (i) the Company's not having given its Company Notice of an election to pay entirely in cash and its giving of timely Company Notice of an election to purchase all or a specified percentage of the Senior Notes with shares of Common Stock as provided herein; (ii) the registration of such shares of Common Stock under the Securities Act and the Exchange Act, in each case, if required; or availability of an exemption from such registration; 20 (iii) the approval for listing of such shares of Common Stock on a national securities exchange or the approval for quotation of such shares of Common Stock in an inter-dealer quotation system of any registered United States national securities association; (iv) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (v) The receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with the Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Purchase Price in respect of Senior Notes have been duly authorized and, when issued and delivered pursuant to the terms of the Indenture in payment of the Purchase Price in respect of the Senior Notes, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Certificate, stating that the conditions above and the condition set forth in the second succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that, to such counsel's knowledge, the conditions in clauses (ii) through (iv) above have been satisfied. Such Officers' Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount of Senior Notes and the Closing Price of a share of Common Stock on each Trading Day during the period commencing on the first Trading Day of the period during which the Market Price is calculated and ending on the third Business Day prior to the applicable Subsequent Purchase Date. If the foregoing conditions are not satisfied with respect to a Holder or Holders prior to the close of business on the last day prior to the Subsequent Purchase Date and the Company has elected to purchase the Senior Notes pursuant to this Section 3.08 through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price of the Senior Notes of such Holder or Holders in cash. Upon determination of the actual number of shares of Common Stock to be issued upon redemption or repurchase of Senior Notes, the Company shall be required to disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing this information or publish the information on the Company's Web site or through such other public medium as the Company may use at that time. Any determination that the Company or the Board of Directors must make pursuant to Article 3 shall be conclusive, absent mathematical error. 21 (d) Notice of Election. In connection with any purchase of Senior Notes pursuant to Section 3.06, the Company shall give notice to Holders setting forth information specified in this Section 3.08(d) (the "COMPANY NOTICE"). In the event the Company has elected to pay the Purchase Price (or a specified percentage thereof), with shares of Common Stock, the Company Notice shall: (i) state that each Holder will receive a number of shares of Common Stock equal to the quotient obtained by dividing (i) the portion of the Purchase Price to be paid in shares of Common Stock, which portion must be $1,000 or an integral multiple of $1,000, by (ii) 100% of the Market Price (except any cash amount to be paid in lieu of fractional shares); (ii) set forth the method of calculating the Market Price of the shares of Common Stock; and (iii) state that because the Market Price of shares of Common Stock will be determined prior to the Subsequent Purchase Date, Holders of the Senior Notes will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Holder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Senior Notes as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 5 hereof and Section 8 of the Senior Notes if the applicable Purchase Notice has been withdrawn in accordance with the terms of the Indenture; (iv) that Senior Notes must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Senior Note as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Senior Notes as described in (iv); 22 (vi) the procedures the Holder must follow to exercise its right to require the Company to repurchase Senior Notes under Section 3.06 and a brief description of those rights; (vii) briefly, the conversion rights, if any, with respect to the Senior Notes; (vii) briefly, the conversion rights, if any, with respect to the Senior Notes; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.06(i)(D) or Section 3.11); (ix) that, unless the Company defaults in making payment on Senior Notes for which a Purchase Notice has been submitted, Interest on such Senior Notes will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Senior Notes. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Section 3.09. Covenants of the Company. All shares of Common Stock delivered upon purchase of the Senior Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim. Section 3.10. Taxes. If a Holder of a purchased Senior Note is paid in shares of Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of Common Stock; provided that the Holder shall pay any such tax which is due because the Holder requests the Common Stock to be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax which will be due because the shares of Common Stock are to be issued in a name other than the Holder's name. Nothing herein shall preclude any income tax withholding required by law or regulations. Section 3.11. Effect of Purchase Notice or Fundamental Change Purchase Notice. (a) Upon receipt by the Paying Agent of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 3.06(i) or Section 3.07(c), as applicable, the Holder of the Senior Note in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, is withdrawn as specified in the following two 23 paragraphs) thereafter be entitled solely to receive the Purchase Price or Fundamental Change Purchase Price, as the case may be, with respect to such Senior Note. Such Purchase Price or Fundamental Change Purchase Price shall be paid to such Holder, subject to receipts of funds and/or securities by the Paying Agent, promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Senior Notes (provided the conditions in Section 3.06(i) or Section 3.07(c), as applicable, have been satisfied) and (y) the time of delivery of such Senior Note to the Paying Agent by the Holder thereof in the manner required by Section 3.06 or Section 3.07(c), as applicable. Senior Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 5 hereof on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice unless such Purchase Notice or Fundamental Change Purchase Notice has first been validly withdrawn as specified in the following two paragraphs. (b) A Purchase Notice or Fundamental Change Purchase Notice 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 Fundamental Change Purchase Notice, as the case may be, at any time prior to the close of business on the Business Day immediately preceding the Purchase Date or prior to the close of business on the Fundamental Change Purchase Date, as the case may be, specifying: (i) the certificate number, if any, of the Senior Note in respect of which such notice of withdrawal is being submitted, (ii) the principal amount of the Senior Note with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Senior Note which remains subject to the original Purchase Notice or Fundamental Change Purchase Notice, as the case may be, and which has been or will be delivered for purchase by the Company. (c) A written notice of withdrawal of a Purchase Notice may be in the form set forth in Section 3.11(b) or may be in the form of (i) a conditional withdrawal contained in a Purchase Notice pursuant to the terms of Section 3.06(i)(D) or (ii) a conditional withdrawal containing the information set forth in Section 3.06(i)(D) and Section 3.11(b) and contained in a written notice of withdrawal delivered to the Paying Agent as set forth in Section 3.11(b). (d) A written notice of withdrawal of a Fundamental Change Purchase Notice may be in the form set forth in Section 3.11(b). 24 (e) There shall be no purchase of any Senior Notes pursuant to Section 3.06 or 3.07 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Senior Notes, of the required Purchase Notice or Fundamental Change 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 Fundamental Change Purchase Price, as the case may be, with respect to such Senior Notes). The Paying Agent will promptly return to the respective Holders thereof any Senior Notes (x) with respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in compliance with the 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 Fundamental Change Purchase Price, as the case may be, with respect to such Senior Notes) in which case, upon such return, the Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. Section 3.12. Deposit of Purchase Price or Fundamental Change Purchase Price. On or prior to 10:00 a.m. (New York City time) on the Purchase Date or the Fundamental Change 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 Article 10 of the Base Indenture) an amount of cash (in immediately available funds if deposited on such Business Day) or Common Stock, if permitted hereunder, sufficient to pay the aggregate Purchase Price or Fundamental Change Purchase Price, as the case may be, of all the Senior Notes or portions thereof which are to be purchased as of the Purchase Date or Fundamental Change Purchase Date, as the case may be. Upon such deposit and immediately after the Purchase Date or Fundamental Change Purchase Date, as the case may be, (i) such Senior Notes shall cease to be outstanding and Interest on such Senior Notes will cease to accrue, whether or not such Senior Notes are delivered to the Paying Agent for payment and (ii) all other rights under the Indenture of Holders of such Senior Notes shall terminate, other than the right to receive the Purchase Price or the Fundamental Change Purchase Price, as the case may be, in accordance with the provisions of the Indenture. As soon as practicable after the Purchase Date, the Company shall deliver to each Holder entitled to receive shares of Common Stock through the Paying Agent, a certificate for the number of full shares of Common Stock issuable in payment of the Purchase Price, and cash in lieu of any fractional interests. The person in whose name the certificate for the shares of Common Stock is registered shall be treated as a holder of record of Common Stock on the Business Day following the Purchase Date. Subject to Section 3.08(c), no payment or adjustment will be made for dividends on the shares of Common Stock the record date for which occurred on or prior to the Purchase Date. 25 Section 3.13. Senior Notes Purchased in Part. Any Certificated Senior Note which is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company 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 Senior Note, without service charge, a new Senior Notes or Senior Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Senior Note so surrendered which is not purchased. Section 3.14. Covenant to Comply with Securities Laws upon Purchase of Senior Notes. When complying with the provisions of Section 3.06 or 3.07 hereof (provided that such offer or purchase constitutes an "ISSUER TENDER OFFER" for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), and subject to any exemptions available under applicable law, the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with all Federal and state securities laws so as to permit the rights and obligations under Sections 3.06 and 3.07 to be exercised in the time and in the manner specified in Sections 3.06 and 3.07 (to the extent that such time and manner so specified comply with such laws then in effect). Section 3.15. Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash or shares of Common Stock that remain unclaimed as provided in Section 13 of the Senior Notes, together with interest or dividends, if any, thereon (subject to the provisions of Article 10 of the Base Indenture) held by them for the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be; provided, however, that to the extent that the aggregate amount of cash or shares of Common Stock deposited by the Company pursuant to Section 3.12 exceeds the aggregate Purchase Price or Fundamental Change Purchase Price, as the case may be, of the Senior Notes or portions thereof which the Company is obligated to purchase as of the Purchase Date or Fundamental Change Purchase Date, as the case may be, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Purchase Date or Fundamental Change Purchase Date, as the case may be, the Trustee shall return any such excess to the Company together with interest or dividends, if any, thereon (subject to the provisions of Article 6 of the Base Indenture). 26 Article 4 Events Of Default Section 4.01. Events of Default. Each of the following shall constitute an Event of Default with respect to the Senior Notes: (a) the Company fails to convert any portion of the principal amount of any Senior Note into Common Stock or cash in lieu thereof for ten (10) days following the exercise by the Holder of the right to convert such Senior Note into Common Stock pursuant to and in accordance with Article 5 hereof; (b) the Company defaults in its obligation to repurchase any Senior Note, or any portion thereof, upon the exercise by the Holder of such Holder's right to require the Company to purchase such Senior Notes pursuant to and in accordance with Section 3.06 or 3.07 hereof; (c) the Company defaults in its obligation to redeem any Senior Note, or any portion thereof, called for redemption by the Company pursuant to and in accordance with Section 3.01 hereof; (d) the Company defaults in the payment of the principal amount of any Senior Note when the same becomes due and payable at its Stated Maturity; (e) the Company defaults in the payment of any Interest on the Senior Notes when due and payable, and continuance of such default for a period of 30 days; (f) the Company fails to comply with any of its agreements or covenants in the Senior Notes or the Indenture (other than those referred to in clause (a) through clause (e) above) and such failure continues for 60 days after receipt by the Company of a Notice of Default; (g) a failure to pay when due at maturity or a default, event of default or other similar condition or event (however described) that results in the acceleration of maturity of any indebtedness for borrowed money of the Company or any Designated Subsidiary in an aggregate amount of $50 million or more, unless the acceleration is rescinded, stayed or annulled within 30 days after written notice of default is given to the Company by the Trustee or Holders of not less than 25% in aggregate principal amount of the Senior Notes then outstanding; (h) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law 27 or (ii) a decree or order adjudging the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; and (i) the commencement by the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, to the entry of a decree or order for relief in respect of the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company, or the filing by the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, of a petition or answer or consent seeking reorganization or relief under any applicable law, or the consent by the Company to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, of an assignment for the benefit of creditors, or the admission by the Company or any of its Designated Subsidiaries or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any of its Subsidiaries that is a Designated Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary, expressly in furtherance of any such action. For the avoidance of doubt, clause (f) above shall not constitute an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% 28 in aggregate principal amount of the Senior Notes at the time outstanding notify the Company and the Trustee, of such default and the Company does not cure such default (and such default is not waived) within the time specified in clause (f) above after actual receipt of such notice. Any such notice must specify the default, demand that it be remedied and state that such notice is a "NOTICE OF Default." The Trustee shall, within 90 days of the occurrence of an Event of Default, give to the Holders of the Senior Notes notice of all uncured Events of Defaults known to it and written notice of any event which with the giving of notice or the lapse of time, or both, would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto; provided, however, the Trustee shall be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such Holders, except in the case of an Event of Default specified in clauses (a) through (e) of this Section 4.01. The Company shall furnish annually to the Trustee a statement as to the fulfillment of the Company's obligation under the Indenture. Section 4.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 4.01(h) or 4.01(i)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Senior Notes at the time outstanding by notice to the Company and the Trustee, may declare the principal amount of the Securities and any accrued and unpaid Interest, if any, on all the Senior Notes to be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 4.01(h) or 4.01(i) occurs and is continuing, the principal amount of the Senior Notes and any accrued and unpaid Interest, if any, on all the Senior Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Senior Notes at the time outstanding, by notice to the Trustee (and without notice to any other Holder) 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 principal amount of the Senior Notes and any accrued and unpaid Interest, if any, that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 6.07 of the Base Indenture have been paid. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto. 29 Article 5 Conversion Section 5.01. Right to Convert. (a) Holders of the Senior Notes may not convert their Senior Notes prior to February 17, 2005. On or after February 17, 2005, subject to and upon compliance with the provisions of this Article 5, a Holder of any Senior Notes shall have the right, at such Holder's option, to convert the principal amount of the Senior Notes, or any portion of such principal amount which is a multiple of $1,000, at any time prior to the close of business on the Stated Maturity into fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) at the Conversion Rate in effect at such time, by surrender of the Senior Notes so to be converted in whole or in part, together with any required funds, only under the circumstances described in this Section 5.01 and in the manner provided in Section 5.02. Notwithstanding any other provision of the Senior Notes or the Indenture, all Holders' rights with respect to conversion of the Senior Notes and the Company's obligation to deliver shares of Common Stock at the Conversion Rate upon such conversion (the "CONVERSION OBLIGATION"), are subject, in their entirety, to the Company's right, in its sole and absolute discretion, to elect to satisfy such Conversion Obligation in any manner permitted pursuant to Section 5.03. (b) On or after February 17, 2005, Senior Notes may be surrendered for conversion into shares of Common Stock in integral multiples of $1,000 principal amount during any fiscal quarter of the Company (and only during such fiscal quarter), if the Closing Price of the Common Stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the last Trading Day of the previous fiscal quarter is greater than or equal to 130% of the Conversion Price in effect on that 30th Trading Day. (c) Any Senior Notes called for redemption under Article 3 hereof may be surrendered for conversion into shares of Common Stock in integral multiples of $1,000 principal amount at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, even if the Senior Notes are not otherwise convertible at such time. (d) Senior Notes may be surrendered for conversion into shares of Common Stock in integral multiples of $1,000 principal amount: (i) if the Company elects to distribute to all holders of Common Stock: (A) rights or warrants entitling them to purchase, for a period expiring within 60 days of the date of such distribution, 30 Common Stock at less than the Closing Price of the Common Stock on the record date for such distribution or (B) assets, debt securities or rights to purchase the Company's securities, which distribution has a per share value as determined by the Board of Directors exceeding 10% of the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution beginning on the date that the Company gives notice to the Holders of such right, which shall not be less than 22 Business Days prior to the Ex-Dividend Date for such distribution; Senior Notes may be surrendered for conversion at any time thereafter until the earlier of the close of business on the Business Day prior to the Ex-Dividend Date or the date the Company announces that such dividend or distribution will not take place; provided that Holders shall not have the right to surrender Senior Notes for conversion pursuant to this Section 5.01(d)(i) if they will otherwise participate in the distribution described above without first converting Senior Notes into Common Stock; or (ii) if the Company is a party to a consolidation, merger or binding share exchange or transfer of all or substantially all of the Company's assets pursuant to which shares of Common Stock would be converted into cash, securities or other property, at any time from and after the date that 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 constitutes a Fundamental Change, until the Business Day immediately proceeding the applicable Fundamental Change Purchase Date) and, at the effective time of the transaction, the right to convert a Senior Note into shares of Common Stock shall be changed into a right to convert such Senior Note into the kind and amount of cash, securities or other property of the Company or another person that the Holder would have received if the Holder had converted such Senior Note immediately prior to applicable record date for the transaction. Upon determination that Holders are or will be entitled to convert the Senior Notes, the Company shall disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News and publish such information on the Company's Web site as soon as practicable, and the Company or its designated agents shall promptly deliver to the Trustee and the Conversion Agent written notice thereof. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Section 5.02. Conversion Procedures. To convert a Senior Note, a Holder must (a) complete and manually sign the Notice of Conversion or a facsimile of the Notice of Conversion on the back of the Senior Note (the "NOTICE 31 OF CONVERSION") or a facsimile thereof and have such notice delivered to the Conversion Agent, (b) surrender the Senior Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (d) if required, pay all transfer or similar taxes and (e) if required, pay funds equal to the Interest payable on the next Interest Payment Date. To convert a beneficial interest in the Senior Note, the Holder thereof must comply with clauses (c) through (e) of the preceding sentence through the Depositary's procedures for conversion. The date on which the Holder satisfies all of those requirements is the "CONVERSION DATE." The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 5.03 to the Holder of a Senior Note surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution (in the case of Senior Notes held in book-entry form with the Depositary, shares shall be delivered in accordance with the Depositary's customary procedures). The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record at the close of business on the applicable Conversion Settlement Date; provided however, that if any such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Company are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 5. On conversion of a Senior Note, any accrued and unpaid interest with respect to such Senior Note that is attributable to the period from the Issue Date to the Conversion Date shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder of such Senior Note through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Senior Note being converted pursuant to the provisions hereof, and the fair market value of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for any accrued and unpaid interest attributable to the period from the Issue Date to the Conversion Date, and the balance, if any, of such fair market value shall be treated as issued in exchange for the principal amount of the Senior Note being converted pursuant to the provisions hereof. 32 Notwithstanding the preceding sentence, on conversion of a Senior Note during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date, the Holder on such Regular Record Date shall receive the Interest payable on such Interest Payment Date. If a Holder converts more than one Senior Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Senior Notes converted. Upon surrender of a Senior Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Senior Note equal in principal amount to the principal amount of the unconverted portion of the Senior Note surrendered. Senior Notes or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the Interest payable on such Interest Payment Date with respect to the principal amount of Senior Notes or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Company has specified a Redemption Date that occurs during the period from the close of business on a Regular Record Date to the close of business on the Interest Payment Date to which such Regular Record Date relates, (2) the Company has specified a Fundamental Change Purchase Date during such period or (3) only to the extent of overdue Interest, any overdue Interest exists on the Conversion Date with respect to the Senior Notes converted. Section 5.03. Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Senior Note into shares of Common Stock as set forth in Section 5.01 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 10 days prior to the Stated Maturity, or with respect to Senior Notes called for redemption pursuant to Article 3 hereof, the applicable Redemption Date (the "FINAL NOTICE DATE"), the Company may choose to satisfy all or any portion of the Conversion Obligation in cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Conversion Agent's receipt of the Notice of Conversion (such period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any portion of the shares of Common Stock otherwise issuable to the Holder, the Holder may 33 retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). If the Company elects to satisfy all or a portion of its Conversion Obligations in cash and the Notice of Conversion has not been retracted, then settlement (in cash or a combination of cash and shares) will occur on the third Business Day following the Cash Settlement Averaging Period. If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, then settlement will occur on the third Business Day following the Conversion Date. With respect to any Notice of Conversion received by the Company prior to the Final Notice Date and not retracted pursuant to this Section 5.03(a), the "CONVERSION SETTLEMENT DISTRIBUTION" for any Senior Note subject to such Notice of Conversion shall consist of cash, Common Stock or a combination thereof, as selected by the Company as set forth below: (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares of Common Stock for each $1,000 principal amount of the Senior Notes to be converted equal to the Conversation Rate, plus cash for any fractional shares pursuant to Section 5.04; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash for each $1,000 principal amount of the Senior Notes in an amount equal to the product of: (A) the applicable Conversion Rate, and (B) the average of the Closing Prices of the Common Stock for the 10 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"); and (iii) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of such cash amount ("CASH AMOUNT") and a number of shares, for each $1,000 principal amount of the Senior Notes, equal to the applicable Conversion Rate minus the number of shares of Common Stock equal to the Cash Amount divided by the average Closing Price of the Common Stock during the Cash Settlement Averaging Period (plus cash for any fractional shares pursuant to Section 5.04); provided, 34 however, the number of shares of Common Stock shall not be less than zero. (b) At any time on or before any Final Notice Date, the Company will notify the Trustee whether it intends to satisfy all or any portion of the Conversion Obligation with respect to conversions of Senior Notes for which the Company receives a Notice of Conversion after such Final Notice Date and the dollar amount to be satisfied in cash (which must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) above except that the Cash Settlement Averaging Period shall be the 10 Trading Days beginning on the Trading Day following the Company's receipt of the Notice of Conversion, and settlement (in cash or a combination of cash and shares) will occur on the third Business Day following the final day of such Cash Settlement Averaging Period (which date could be after Stated Maturity). (c) Notwithstanding anything to the contrary in the Indenture, at any time prior to Stated Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the Holders of the Senior Notes, by notice to the Trustee and the Holders of the Senior Notes, to satisfy a portion of the Conversion Obligation for all Senior Notes for conversion after the date of such election (the "ELECTION DATE") by paying in cash up to 100% of the principal amount of the Senior Notes so converted. After making such an election, the Company shall satisfy the remainder of the Conversion Obligation in Common Stock, to the extent the Conversion Obligation exceeds the principal amount. In the event that the Company receives a Notice of Conversion after the Election Date: the Notice of Conversion will not be retractable; the Cash Settlement Averaging Period shall be the 10 Trading Day period beginning on the day after the Company's receipt of the Notice of Conversion; and the Conversion Settlement Distribution for each $1,000 principal amount of the Senior Notes shall consist of (i) such cash amount ("ELECTION AMOUNT") equal to the applicable Conversion Rate multiplied by the average Closing Price of Common Stock during the Cash Settlement Averaging Period (provided, however, that the Election Amount will not be more than 100% of the principal amount of a Senior Note) and (ii) a number of shares of Common Stock equal to the applicable Conversation Rate minus the Election Amount divided by the average Closing Price of the Common Stock during the Cash Settlement Averaging Period. Section 5.04. Fractional Shares. The Company shall not issue a fractional share of Common Stock upon conversion of a Senior Note. Instead, the Company will deliver cash for the current market value of the fractional share. The current market value of a fractional share of Common Stock shall be determined, to the nearest 1/1,000th of a share, by multiplying the Closing Price of a full share of Common Stock on the Trading Day immediately preceding the 35 Conversion Date by the fractional amount and rounding the product to the nearest whole cent. Section 5.05. Taxes on Conversion. If a Holder converts a Senior Note, the Company shall pay any documentary, stamp or similar issue or transfer taxes due on the issue of shares of Common Stock upon such conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificate representing the Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any tax withholding required by law or regulation. Section 5.06. Reservation of Shares, Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. (a) The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for the conversion of the Senior Notes from time to time as such Senior Notes are presented for conversion. (b) Before taking any action which would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Senior Notes, the Company will take all corporate action, if any, which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Rate. (c) (i) The Company covenants that all shares of Common Stock which may be issued upon conversion of Senior Notes will upon issue be fully paid and nonassessable by the Company and, subject to the provisions of Section 5.05, free from all taxes, liens and charges with respect to the issue thereof. (ii) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Senior Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and expeditiously, to the extent then permitted by the rules and interpretations of the Securities and Exchange Commission (or any successor thereto), endeavor to secure such registration or approval, as the case may be. 36 (d) The Company further covenants that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Senior Note; provided, however, that, if the rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Stock until the first conversion of the Senior Notes into Common Stock in accordance with the provisions of the Indenture, the Company covenants to list such Common Stock issuable upon conversion of the Senior Notes in accordance with the requirements of such exchange or automated quotation system at such time. Section 5.07. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows: (a) In case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution by a fraction, (i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the date fixed for the determination of stockholders entitled to receive such dividend or other distribution plus the total number of shares of Common Stock constituting such dividend or other distribution; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. If any dividend or distribution of the type described in this Section 5.07(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In case the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them (for a period expiring within sixty (60) days after the date fixed for determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price per share less than the Closing Price on the record date for the distribution, the Conversion Rate shall be increased so that the same shall 37 equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the date fixed for determination of stockholders entitled to receive such rights or warrants by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding on the date fixed for determination of stockholders entitled to receive such rights or warrants plus the total number of additional shares of Common Stock offered for subscription or purchase; and (ii) the denominator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the record date fixed for determination of stockholders entitled to receive such rights or warrants plus the number of shares that the aggregate offering price of the total number of shares so offered would purchase at a price equal to the Closing Price as of the date immediately preceding the record date fixed for determination of stockholders entitled to receive such rights or warrants. Such adjustment shall be successively made whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the date fixed for determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price less than the Closing Price on the record date for the distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. (c) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening 38 of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock, evidences of indebtedness or assets, including securities, but excluding (x) any dividend or distribution or issuance referred to in Section 5.07(a) or (b) and (y) any dividend or distribution paid exclusively in cash (any of the foregoing hereinafter in this Section 5.07(d) called the "DISTRIBUTED ASSETS OR SECURITIES"), then, in each such case, the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect on the Regular Record Date with respect to such distribution by a fraction, (i) the numerator of which shall be the Current Market Price on such Regular Record Date; and (ii) the denominator of which shall be the Current Market Price on such Regular Record Date less the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) on the Regular Record Date of the portion of the Distributed Assets or Securities so distributed applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following such Regular Record Date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 5.07(d) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price on the applicable Regular Record Date. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 5.07 (and no adjustment to the Conversion Rate under this Section 5.07 will be required) until the occurrence of the earliest Trigger Event, whereupon 39 such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 5.07(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of the Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 5.07 was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise thereof, the Conversion Rate shall be readjusted as if such expired or terminated rights and warrants had not been issued. For purposes of this Section 5.07(d) and Section 5.07(a) and (b), any dividend or distribution to which this Section 5.07(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock described in Section 5.07(b) (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of assets, debt securities or shares of capital stock other than such shares of Common Stock or rights or warrants (and any Conversion Rate adjustment required by this Section 5.07(d) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by Sections 5.07(a) and 5.07(b) with respect to such dividend or distribution shall then be made), except (A) the Regular Record Date of such dividend or distribution shall be substituted as "the date fixed for the determination of stockholders entitled to receive such dividend or other distribution", "the date fixed for the determination of stockholders entitled to receive such rights or warrants" and "the date fixed for such determination" within the meaning of Section 5.07(a) and 5.07(b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed "outstanding 40 at the close of business on the date fixed for such determination" within the meaning of Section 5.07(a). (B) If 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, the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect on the Regular Record Date with respect to such distribution by a fraction, (i) the numerator of which shall be the sum of (A) the average of the Closing Prices of the Common Stock for the ten (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 New York Stock Exchange or such other national or regional exchange or market which such securities are then listed or quoted (the "EX-DIVIDEND TIME") plus (B) the fair market value of the securities distributed in respect of each share of Common Stock for which this Section applies (which shall equal the number of securities distributed in respect of each share of Common Stock multiplied by the average of the Closing Prices of those securities distributed for the ten (10) Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Time); and (ii) the denominator of which shall be the average of the Closing Prices of the Common Stock for the ten (10) Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Time, such adjustment to become effective immediately prior to the opening of business on the day following fifteenth Trading Day after the Ex-Dividend Time. As used in this Section 5.07(d)(B), the "Closing Price" for any securities distributed with respect to the Common Stock shall be determined in the same manner (to the extent possible) as set forth in the definitions of "Closing Price" except that references to the term "Common Stock" in such definition shall be replaced with "the distributed securities referred to in Section 5.07(d)(B)". (e) In case the Company shall, by dividend or otherwise, make distributions consisting exclusively of cash to all holders of its Common Stock, excluding any dividend in connection with our liquidation, dissolution or winding up or any cash dividend on the Common Stock to the extent that the aggregate cash dividend per share of Common Stock in any quarter does not exceed $0.16 (the "DIVIDEND THRESHOLD AMOUNT") (the Dividend Threshold Amount shall be subject to adjustment on an inversely proportional basis whenever the Conversion Rate is adjusted, provided that no adjustment will be made to the Dividend 41 Threshold Amount for any adjustment to the Conversion Rate pursuant to this clause (e)) then, in each such case, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date by a fraction, (i) the numerator of which shall be the Current Market Price on such record date; and (ii) the denominator of which shall be the Current Market Price on such record date minus the amount of cash so distributed applicable to one share of Common Stock, such adjustment to be effective immediately prior to the opening of business on the day following the record date; provided that if the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each Senior Note on the Regular Record Date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 5.07(e) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon the amount by which such distribution exceeds the Dividend Threshold Amount. If an adjustment is required to be made as set forth in this Section 5.07(e) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the full amount of the distribution. (f) In case a tender or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) that as of the last time (the "EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) exceeds the Closing Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time by a fraction, (i) the numerator of which shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum 42 specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum, being referred to as the "PURCHASED SHARES") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Closing Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time; and (ii) the denominator of which shall be the product of the number of shares of Common Stock outstanding (including any Purchased Shares) at the Expiration Time and the Closing Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time. (g) In case of a tender or exchange offer made by a Person other than the Company or any Subsidiary for an amount that increases the offeror's ownership of Common Stock to more than twenty-five percent (25%) of the Common Stock outstanding and shall involve the payment by such Person of consideration per share of Common Stock having a Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) as of the Expiration Time tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) that exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, and in which, as of the Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Price shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time by a fraction, (i) the numerator of which shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Closing Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding (including any Purchased Shares) at the Expiration Time multiplied by the Closing Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time, such adjustment to become effective immediately prior to the opening of business on the day following the Expiration Time. If such Person is obligated to purchase 43 shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 5.07(g) shall not be made if, as of the Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any transaction described in Article 5. (h) In any case in which this Section 5.07 shall require that an adjustment be made immediately following a record date established for purposes of Section 5.07, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 5.07) issuing to the holder of any Senior Note converted after such record date the shares of Common Stock and other Capital Stock of the Company issuable upon such conversion over and above the shares of Common Stock and other Capital Stock of the Company issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence of the right to receive such shares. In the event of Sections 5.07(e) or 5.07(f), in no event will the Conversion Rate exceed 25.0250 shares of Common Stock per $1,000 principal amount of the Senior Notes, subject to adjustment from Sections 5.07(a) through 5.07(d) and 5.07(g). For purposes of this Section 5.07, the following terms shall have the meaning indicated: (i) CURRENT MARKET PRICE" of the Common Stock on any day means the average of the Closing Prices per share of the Common Stock for each of the ten (10) consecutive Trading Days ending on the earlier of the day in question and the day before the "Ex-Dividend Date" with respect to the issuance or distribution requiring such computation. If another issuance, distribution, subdivision or combination to which Section 5.07 applies occurs during the period applicable for calculating "CURRENT MARKET PRICE" pursuant to the definition in the preceding paragraph, "CURRENT MARKET PRICE" shall be calculated for such period in a manner determined by the Board of Directors to reflect the impact of such issuance, distribution, subdivision or combination on the Closing Price of the Common Stock during such period. (ii) "FAIR MARKET VALUE" shall mean the amount which a willing buyer would pay a willing seller in an arm's-length transaction. (iii) "REGULAR RECORD DATE" shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other 44 property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise). (i) The Company may make such increases in the Conversion Rate in addition to those required by Section 5.07(a), (b), (c), (d), (e), (f) or (g) as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to Holders a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. (j) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such rate; provided that any adjustments that by reason of this Section 5.07(j) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 5 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. To the extent the Senior Notes become convertible into cash, assets or property, subject to Section 5.10, no adjustment need be made thereafter as to the cash, assets or property. Interest will not accrue on any cash into which the Senior Notes are convertible. (k) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee or an Officer of the Conversion Agent shall have received such Officers' Certificate, the Trustee or Conversion Agent, as the case may be, shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall disseminate a press release through Dow Jones & 45 Company, Inc. or Bloomberg Business News and publish such information on the Company's Web site setting forth the adjusted Conversion Rate, the date on which each adjustment becomes effective, and a brief statement of the facts requiring such adjustment. (l) In any case in which this Section 5.07 provides that an adjustment shall become effective immediately after (1) a record date or Regular Record Date for an event, (2) the date fixed for the determination of stockholders entitled to receive a dividend or distribution pursuant to Section 5.07(a), (3) a date fixed for the determination of stockholders entitled to receive rights or warrants pursuant to Section 5.07(b), or (4) the Expiration Time for any tender or exchange offer pursuant to Section 5.07(f) (each a "DETERMINATION DATE"), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the holder of any Senior Note converted after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion, or cash in lieu thereof, by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion, or cash in lieu thereof, before giving effect to such adjustment and (y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 5.04. For purposes of this Section 5.07(l), the term "ADJUSTMENT EVENT" shall mean: (i) in any case referred to in clause (1) hereof, the occurrence of such event, (ii) in any case referred to in clause (2) hereof, the date any such dividend or distribution is paid or made, (iii) in any case referred to in clause (3) hereof, the date of expiration of such rights or warrants, and (iv) in any case referred to in clause (4) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable. (m) For purposes of this Section 5.07, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company, unless such treasury shares participate in any distribution or dividend that requires an adjustment pursuant to this Section 5.07, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. Section 5.08. When No Adjustment Required. No adjustment to the Conversion Rate need be made: 46 (a) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan; (b) upon the issuance of any shares of Common Stock or options or rights to purchase or acquire those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (c) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in paragraph (b) above and outstanding as of the date of this Supplemental Indenture; (d) for a change in the par value or no par value of the Common Stock; or (e) for accrued and unpaid interest. Section 5.09. Notice of Certain Transactions. In the event that: (i) the Company takes any action that requires a supplemental indenture pursuant to Section 5.10; or (ii) there is a dissolution or liquidation of the Company; the Company shall mail to Holders and file with the Trustee a notice stating the proposed record or effective date, as the case may be. The Company shall mail the notice at least fifteen days before such date. Failure to mail such notice or any defect therein shall not affect the legality or validity of any transaction referred to in clause (i) or (ii) of this Section 5.09. Section 5.10. Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combination to which Section 5.07(c) applies), (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or transfer of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the 47 successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Senior Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or transfer by a holder of a number of shares of Common Stock issuable upon conversion of such Senior Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Senior Notes) immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or transfer assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or transfer (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 5.10 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 5. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Senior Notes, at its address appearing on the Security Register, within twenty (20) days after execution thereof and shall issue a press release containing such information and publish such information on its website on the World Wide Web. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 5.10 shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and transfers. If this Section 5.10 applies to any event or occurrence, Section 5.07 shall not apply. Section 5.11. Trustee's Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive 48 evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 5.07(k). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Senior Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 5. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 5.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 5.07(k). Section 5.12. Rights Issued in Respect of Common Stock Issued upon Conversion. Each share of Common Stock issued upon conversion of Senior Notes pursuant to this Article 5 shall be entitled to receive the appropriate number of common stock or preferred stock purchase rights, as the case may be (the "RIGHTS"), if any, that shares of Common Stock are entitled to receive 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 any shareholder rights agreement adopted by the Company, as the same may be amended from 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 Senior Notes 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 5, there shall not be any adjustment to the conversion privilege or Conversion Rate as a result of the issuance of Rights, but an adjustment to the Conversion Rate shall be made pursuant to Section 5.07(d) upon the separation of the Rights from the Common Stock. The Conversion Rate shall be readjusted in the event of the expiration, termination or redemption of the Rights prior to conversion of Senior Notes. Section 5.13. Company Determination Final. Any determination that the Company or the Board of Directors must make pursuant to Article 5 shall be conclusive, absent mathematical error. Section 5.14. Conversion Provisions in Base Indenture. The provisions in this Article 5 shall supersede and replace in their entirety the provisions set forth in Sections 14.02 through and including 14.11 of the Base Indenture. 49 ARTICLE 6 Amendments Section 6.01. Without Consent of Holders. The Company and the Trustee may amend the Indenture or the Senior Notes without the consent of any Securityholder to: (a) add to the covenants of the Company for the benefit of the Holders of Senior Notes; (b) surrender any right or power herein conferred upon the Company; (c) provide for conversion rights of Holders of Senior Notes if any reclassification or change of the Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets occurs; (d) provide for the assumption of the Company's obligations to the Holders of Senior Notes in the case of a merger, consolidation, conveyance, transfer or lease or the release of the predecessor; (d) provide for the assumption of the Company's obligations to the Holders of Senior Notes in the case of a merger, consolidation, conveyance, transfer or lease or the release of the predecessor; (e) increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interests of the Holders of Senior Notes (after taking into account tax and other consequences of such increase); (f) comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; and (g) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make, add or modify any other provisions with respect to matters or questions arising under the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture; provided, however, that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Senior Notes in any material respect. Section 6.02. With Consent of Holders. Except as provided below in this Section 6.02, the Indenture or the Senior Notes may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of the Indenture or the Senior Notes may be waived, in each case with the written 50 consent of the Holders of at least a majority of the principal amount of the Senior Notes at the time outstanding. Without the written consent or the affirmative vote of each Holder of Senior Notes affected thereby, an amendment, supplement or waiver under this Section 6.02 may not: (a) change the maturity of any Senior Note, or the payment date of any installment of Interest payable on any Senior Note; (b) reduce the principal amount of, or the Interest, payable on, or the Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any Senior Note; (c) change the currency of any amount owed or owing under the Senior Notes or any Interest thereon from U.S. Dollars; (d) alter or otherwise modify the rate of Interest on any Senior Note, or the manner of calculation thereof, or extend time for payment of any amounts due and payable to the Holders of the Senior Notes; (e) impair the right of any Holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Senior Note; (f) modify the Company's obligation to maintain an office or agency in New York City; (g) adversely affect the purchase right of the Holders of the Senior Notes as provided in Article 3 or the right of the Holders of the Senior Notes to convert any Senior Note as provided in Article 5, except as otherwise permitted by the Indenture; (h) modify the redemption provisions of Article 3 in a manner adverse to the Holders of the Senior Notes; (i) modify any of the provisions of this Section, or reduce the percentage of the aggregate principal amount of outstanding Senior Notes required to amend, modify or supplement the Indenture or the Senior Notes or waive an Event of Default, except to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Senior Note affected thereby; or (j) reduce the percentage of the aggregate principal amount of the outstanding Senior Notes the consent of whose Holders is required for any such supplemental indenture entered into in accordance with this 51 Section 6.02 or the consent of whose Holders is required for any waiver provided for in the Indenture. It shall not be necessary for the consent of the Holders under this Section 6.02 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 6.02 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment. Nothing in this Section 6.02 shall impair the ability of the Company and the Trustee to amend the Indenture or the Senior Notes without the consent of any Holder to provide for the assumption of the Company's obligations to the Holders of Senior Notes in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article 8 of the Base Indenture. Section 6.03. Execution and Effect of Amendments. (a) In executing, or accepting the additional trusts created by, any amendment or supplement permitted by this Article or the modifications thereby of the trusts created by the Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01 of the Base Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such amendment or supplemental indenture, as the case may be, which affects the Trustee's own rights, duties or immunities under the Indenture or otherwise. (b) Upon the execution of any amendment or supplemental indenture under this Article, the Indenture shall be modified in accordance therewith, and such amendment or supplemental indenture, as the case may be, shall form a part of the Indenture for all purposes; and every Holder of Senior Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. (c) Every amendment or supplemental indenture executed pursuant to this Article shall conform to the requirements of the TIA. (d) Senior Notes authenticated and delivered after the execution of any amendment or 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 amendment or supplemental indenture. If the Company shall so determine, new Senior Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such amendment or supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Senior Notes. 52 ARTICLE 7 Miscellaneous Section 7.01. Ratification of Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. Section 7.02. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. Section 7.03. New York Law to Govern. THIS SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Section 7.04. Separability. In case any one or more of the provisions contained in this Supplemental Indenture or in the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Senior Notes, but this Supplemental Indenture and the Senior Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. Section 7.05. Counterparts. This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 53 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the day and year first written above. FLUOR CORPORATION By: /s/ J. M. Oliva ---------------------------------- Name: J. M. Oliva Title: Vice President & Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Stacey B. Poindexter ---------------------------------- Name: Stacey B. Poindexter Title: Assistant Treasurer EXHIBIT A [FORM OF FACE OF GLOBAL SENIOR NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SENIOR NOTE SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SENIOR NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF. A-1 FLUOR CORPORATION 1.50% Convertible Senior Notes due 2024 No. $300,000,000 CUSIP No. FLUOR CORPORATION, a corporation duly organized and existing under the laws of Delaware (herein called the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Three Hundred Million Dollars ($300,000,000) on February 15, 2024 and to pay Interest thereon from February 17, 2004 or from the most recent Interest Payment Date to which Interest has been paid or duly provided for, semi-annually on February 15 and August 15 in each year, commencing August 15, 2004, at the rate of 1.50% per annum, until the principal hereof is paid or made available for payment. The Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture and except as otherwise provided therein, be paid to the Person in whose name this Senior Note (or one or more Predecessor Senior Notes) is registered at the close of business on the Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such Interest not so punctually paid or duly provided for ("Defaulted Interest") will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Senior Note (or one or more Predecessor Senior Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Senior Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Reference is hereby made to the further provisions of this Senior Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. A-2 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: FLUOR CORPORATION By: -------------------------------------- Name: Title: A-3 TRUSTEE'S CERTIFICATE OF AUTHENTICATION The Bank of New York, as Trustee, certifies that this is one of the Senior Notes referred to in the within-mentioned Indenture. By: -------------------------------------- Authorized Signatory Dated: --------------------- A-4 FLUOR CORPORATION 1.50% Convertible Senior Notes due 2024 This Senior Note is one of a duly authorized issue of 1.50% Convertible Senior Notes due 2024 of the Company (herein called the "SENIOR NOTES"), issued under an Indenture, dated as of February 17, 2004 (the "BASE INDENTURE"), between the Company and The Bank of New York, as Trustee (herein called the "TRUSTEE", which term includes any successor trustee under the Indenture), as supplemented by that certain First Supplemental Indenture, dated as of February 17, 2004, between the Company and the Trustee (the "SUPPLEMENTAL INDENTURE" and, together with the Base Indenture, the "INDENTURE") and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are, and are to be, authenticated and delivered. This Senior Note is one of the series designated on the face hereof. 1. INTEREST. The Senior Notes shall bear interest on the principal amount thereof at a rate of 1.50% per annum (the "INTEREST"). Except as otherwise provided below or in the Indenture, Interest will be payable semi-annually on each Interest Payment Date to Holders at the close of business on the preceding Record Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay Interest to a person other than the Holder of record on the Record Date if the Company elects to redeem the Senior Notes on a date that is after a Record Date but prior to the corresponding Interest Payment Date. In that instance, the Company will pay accrued and unpaid Interest, if any, on the Senior Notes being redeemed to, but not including, the Redemption Date to the same person to whom it will pay the principal of those Senior Notes. 2. METHOD OF PAYMENT. The Company shall pay Interest on this Global Senior Notes to DTC in immediately available funds. Subject to the terms and conditions of the Indenture, the Company will make payments in cash or, in certain cases specified in the Indenture, in cash, shares of Common Stock or a combination thereof, as the case may be, in respect of Redemption Prices, Purchase Prices, Fundamental Change Purchase Prices and at Stated Maturity to Holders who surrender Senior Notes to a Paying Agent to collect such payments in respect of the Senior Notes. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. A-5 3. [RESERVED] 4. INDENTURE. The Senior Notes are general unsecured obligations of the Company limited to $300,000,000 aggregate principal amount (up to $330,000,000 aggregate principal amount if the Underwriters' option set forth in the Underwriting Agreement is exercised in full). The Indenture does not limit other indebtedness of the Company, secured or unsecured. 5. REDEMPTION AT THE OPTION OF THE COMPANY. No sinking fund is provided for the Senior Notes. Subject to the terms and conditions of the Indenture, the Senior Notes are redeemable for cash at the option of the Company, in whole or in part, at any time or from time to time on or after February 16, 2009 upon not less than 30 nor more than 60 days' notice by mail to each Holder of Senior Notes to be redeemed at the Holder's registered address, for a redemption price equal to the principal amount of the Senior Notes called for redemption plus accrued and unpaid Interest, if any, on those Senior Notes up to (but excluding) the Redemption Date (the "REDEMPTION PRICE"). At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense, provided that the Company makes such request at least seven Business Days (or such shorter period as may be satisfactory to the Trustee) prior to the date by which such notice of redemption must be given to Holders in accordance with the Indenture. If money sufficient to pay the Redemption Price of all Senior Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, immediately on and after such Redemption Date, Interest, if any, will cease to accrue on such Senior Notes or portions thereof. Senior Notes in denominations larger than $1,000 principal amount may be redeemed in part but only in integral multiples of $1,000 of principal amount. In no event will any Senior Note be redeemable before February 16, 2009. 6. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Senior Notes held by such Holder on February 15, 2009, February 15, 2014 and February 15, 2019 in integral multiples of $1,000 at a Purchase Price equal to the principal amount of those Senior Notes plus accrued and unpaid Interest, if any, on those Senior Notes up to (but excluding) the Purchase Date. To exercise such right, a Holder shall deliver to the Paying Agent a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 22 Business Days prior to such Purchase Date until the close of A-6 business on the Business Day prior to such Purchase Date, and shall deliver the Senior Notes to the Paying Agent as set forth in the Indenture. The Company shall pay the Purchase Price on February 15, 2009 in cash and the Purchase Price on February 15, 2014 and February 15, 2019 in cash or shares of Common Stock (or any combination thereof), at the Company's option, subject to the terms and conditions of the Indenture. At any time prior to Stated Maturity, the Company may irrevocable elect in its sole discretion to satisfy 100% of the principal amount of the Senior Note offered to be purchased after the date of such election (plus accrued and unpaid interest) in cash. Subject to the terms and conditions of the Indenture, the Company shall become obligated to offer to purchase the Senior Notes held by such Holder within 15 days (which purchase shall occur, at the option of the Holder, no later than 25 Business Days after the date of such offer) after the occurrence of a Fundamental Change of the Company for a Fundamental Change Purchase Price equal to the principal amount of those Senior Notes plus accrued and unpaid Interest, if any, on those Senior Notes up to (but excluding) the Fundamental Change Purchase Date; provided that, if the Fundamental Change Purchase Date is after a Record Date and before the next succeeding Interest Payment Date, accrued and unpaid Interest, if any, on those Senior Notes shall be paid to the Holder as of that Record Date. The Fundamental Change Purchase Price will be paid in cash, subject to the terms and conditions of the Indenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change 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. If cash (and/or Common Stock if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, of all Senior Notes or portions thereof to be purchased as of the Purchase Date or the Fundamental Change Purchase Date, as the case may be, is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Purchase Date or the Fundamental Change Purchase Date, Interest, if any, will cease to accrue on such Senior Notes (or portions thereof) immediately after such Purchase Date or Fundamental Change Purchase Date, and the Holder thereof shall have no other rights as such other than the right to receive the Purchase Price or Fundamental Change Purchase Price upon surrender of such Senior Note. 7. [RESERVED] 8. CONVERSION. Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Senior Note set forth in Section 5.01 of the Supplemental Indenture), a Holder is entitled, at such Holder's option, to convert the Holder's Senior Note (or any portion of the A-7 principal amount thereof that is $1,000 or an integral multiple $1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect at the time of conversion. Upon conversion, in lieu of Common Stock, the Company will have the right, subject to certain rights of retraction by the Holder set forth in the Indenture, to deliver cash or a combination of cash and shares of Common Stock. At any time prior to Stated Maturity, the Company may irrevocable elect in its sole discretion to satisfy up to 100% of the principal amount of the Senior Note surrendered after the date of such election (plus accrued and unpaid Interest) in cash, with any remaining amount to be satisfied in shares of Common Stock. Upon determination that Holders are or will be entitled to convert the Senior Notes, the Company shall disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News and publish such information on the Company's Web site as soon as practicable. A Senior Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Senior Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 17.8750 shares of Common Stock per $1,000 principal amount of Senior Notes, subject to adjustment upon certain events described in the Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid Interest. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest, if any. Instead, such amount shall be deemed paid by the shares of Common Stock or the cash amount as determined pursuant to the Indenture, or any combination thereof, delivered upon conversion of any Senior Note. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock, except as set forth in the Indenture. To surrender a Senior Note for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Senior Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (4) pay any transfer or similar tax, if required and (5) if required pay funds equal to the Interest payable on the next Interest Payment Date. No fractional shares of Common Stock shall be issued upon conversion of any Senior Note. Instead of any fractional share of Common Stock that would A-8 otherwise be issued upon conversion of such Senior Note, the Company shall pay a cash adjustment as provided in the Indenture. If the Company (i) is a party to a consolidation, merger or binding share exchange, (ii) reclassifies the Common Stock, or (iii) transfers all or substantially all of its assets to any Person, the right to convert a Senior Note into shares of Common Stock may be changed into a right to convert it into the securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture. 9. [RESERVED] 10. PAYING AGENT, CONVERSION AGENT, REGISTRAR AND CALCULATION AGENT. Initially, the Trustee will act as Paying Agent, Conversion Agent, Security Registrar and Calculation Agent. The Company may appoint and change any Paying Agent, Conversion Agent, Security Registrar or Calculation Agent without notice, other than notice to the Trustee; provided that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or Calculation Agent. 11. DENOMINATIONS; TRANSFER; EXCHANGE. The Senior Notes are in fully registered form, without coupons, in denominations of $1,000 of principal amount and integral multiples of $1,000. A Holder may transfer or exchange Senior Notes in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Security Registrar need not transfer or exchange any Senior Notes selected for redemption (except, in the case of a Senior Note to be redeemed in part, the portion of the Senior Note not to be redeemed) or any Senior Notes in respect of which a Purchase Notice or Change of Control Purchase Notice has been given and not withdrawn (except, in the case of a Senior Note to be purchased in part, the portion of the Senior Note not to be purchased) or any Senior Notes for a period of 15 days before the mailing of a notice of redemption of Senior Notes to be redeemed. 12. PERSONS DEEMED OWNERS. The registered Holder of this Senior Note may be treated as the owner of this Senior Note for all purposes. A-9 13. UNCLAIMED MONEY OR SENIOR NOTES. 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 Senior Notes 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. 14. AMENDMENT; WAIVER. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Senior Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Senior Notes and (ii) certain Events of Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Senior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Senior Notes (i) to add to the covenants of the Company for the benefit of the Holders of Senior Notes, (ii) to surrender any right or power conferred upon the Company in the Indenture, (iii) to provide for conversion rights of Holders of Senior Notes in the case of any reclassification or change of the Company's Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets, (iv) to provide for the assumption of the Company's obligations to the Holders of Senior Notes in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article 8 of the Base Indenture and the release of the predecessor, (v) to increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders of Senior Notes (after taking into account tax and other consequences of such increase), (vi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, and (vii) to cure any ambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, or to make, add or modify any other provisions with respect to matters or questions arising under the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture; provided, however, that such action pursuant to this clause (vii) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Senior Notes in any material respect. 15. DEFAULTS AND REMEDIES. If any Event of Default with respect to Senior Notes shall occur and be continuing, the principal amount of the Senior Notes and any accrued and unpaid A-10 Interest, if any, on all the Senior Notes may be declared due and payable in the manner and with the effect provided in the Indenture. As provided in and subject to the provisions of the Indenture, the Holder of this Senior Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Senior Notes, the Holders of not less than 25% in aggregate principal amount of the Senior Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Senior Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Senior Note for the enforcement of any payment of principal hereof or Interest hereon on or after the respective due dates expressed herein. 16. 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 Senior Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 17. CALCULATIONS IN RESPECT OF SENIOR NOTES. The Company or its agents will be responsible for making all calculations called for under the Senior Notes including, but not limited to, determination of the market prices for the Senior Notes and the Common Stock. Any calculations made in good faith, absent mathematical error, will be final and binding on Holders of the Senior Notes. The Company or its agents will be required to deliver to the Trustee a schedule of its calculations and the Trustee will be entitled to conclusively rely upon the accuracy of such calculations without independent verification. 19. NO RECOURSE AGAINST OTHERS. No past, present or future incorporator, stockholder, director, officer or employee, as such, of the Company, or of any successor corporation or any Affiliate of the Company, shall have any liability for any obligations of the Company under the Senior Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation, all such liability A-11 being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 20. AUTHENTICATION. This Senior Note shall not be valid until an authorized signatory of the Trustee manually signs the Trustee's Certificate of Authentication on the other side of this Senior Note. 21. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 22. GOVERNING LAW. THE INDENTURE AND THIS SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 23. COPY OF INDENTURE. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture which has in it the text of this Senior Note in larger type. Requests may be made to: FLUOR CORPORATION One Enterprise Drive Aliso Viejo, California 92656 Attn: Corporate Secretary 24. DEFINITIONS. All terms used in this Senior Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. A-12 ASSIGNMENT FORM NOTICE OF CONVERSION To assign this Senior Note, To convert this Senior Note fill in the form below: into Common Stock of the Company, check the box [ ] I or we assign and transfer To convert only part of this this Senior Note to _______________ Senior Note, state the ___________________________________ principal amount to be (Insert assignee's soc. sec. or converted (which must be tax ID no.) $1,000 or an integral ___________________________________ multiple of $1,000): ___________________________________ ___________________________________ If you want the stock (Print or type assignee's name, certificate made out in address and zip code) another person's name fill in the form below: and irrevocably appoint ____________________________________ ____________________________________ (Insert the other person's soc. sec. tax ID no.) ____________________ agent to ____________________________________ transfer this Senior Note 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) Date: __________ Your Signature: ______________________________________________ ________________________________________________________________________________ (Sign exactly as your name appears on the other side of this Senior Note) Signature Guaranteed ________________________________________ Participant in a Recognized Signature Guarantee Medallion Program By:_____________________________ Authorized Signatory A-13 SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SENIOR NOTE Initial Principal Amount of Global Senior Note: Three Hundred Million Dollars ($300,000,000).

Amount of Amount of Principal Increase in Decrease in Amount of Notation by Principal Principal Global Senior Security Amount of Amount of Note After Registrar or Global Senior Global Senior Increase or Senior Note Date Note Note Decrease Custodian

A-14 EXHIBIT B [FORM OF FACE OF CERTIFICATED SENIOR NOTE] FLUOR CORPORATION 1.50% Convertible Senior Notes due 2024 No. CUSIP No. FLUOR CORPORATION, a corporation duly organized and existing under the laws of Delaware (herein called the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________, or registered assigns, the principal sum of ______________ on February 15, 2024 and to pay Interest thereon from February 17, 2004 or from the most recent Interest Payment Date to which Interest has been paid or duly provided for, semi-annually on February 15 and August 15 in each year, commencing August 15, 2004, at the rate of 1.50% per annum, until the principal hereof is paid or made available for payment. The Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture and except as otherwise provided therein, be paid to the Person in whose name this Senior Note (or one or more Predecessor Senior Notes) is registered at the close of business on the Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such Interest not so punctually paid or duly provided for ("Defaulted Interest") will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Senior Note (or one or more Predecessor Senior Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Senior Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Reference is hereby made to the further provisions of this Senior Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. B-1 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: FLUOR CORPORATION By: ------------------------------------- Name: Title: B-2 REVERSE OF THE FORM OF CERTIFICATED SENIOR NOTE IS IDENTICAL TO THE REVERSE OF THE FORM OF GLOBAL SENIOR NOTE SET FORTH IN EXHIBIT A, EXCEPT THAT SECTION 2 THEREOF IS REPLACED IN ITS ENTIRETY BY THE FOLLOWING: 2. METHOD OF PAYMENT. Except as provided below, the Company shall pay Interest on (i) any Certificated Senior Note having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holder of such Senior Note and (ii) any Certificated Senior Note having an aggregate principal amount of more than $5,000,000, by wire transfer in immediately available funds at the election of the Holder of any such Senior Note. Holders of such Certificated Senior Notes requesting payment by wire transfer must provide the Trustee with wire instructions at least 15 days prior to the relevant payment date. If wire instructions are not received at least 15 days prior to the relevant payment date then the Company shall pay Interest by check mailed to the Holder of such Senior Note. At Stated Maturity, the Company will pay Interest on Certificated Senior Notes at the Company's office or agency in New York City. Subject to the terms and conditions of the Indenture, the Company will make payments in cash or, in certain cases specified in the Indenture, in cash, shares of Common Stock or a combination thereof, as the case may be, in respect of Redemption Prices, Purchase Prices, Fundamental Change Purchase Prices and at Stated Maturity to Holders who surrender Senior Notes to a Paying Agent to collect such payments in respect of the Senior Notes. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money, as described herein. B-3 EX-5 6 a96595exv5.txt EXHIBIT 5 EXHIBIT 5 GIBSON, DUNN & CRUTCHER LLP LAWYERS A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS --------------- 4 Park Plaza Irvine, California 92614-8557 (949) 451-3800 www.gibsondunn.com February 17, 2004 Direct Dial Client No. (949) 451-3800 C 29019-0922 Fax No. (949) 451-4220 Fluor Corporation One Enterprise Drive Aliso Viejo, California 92656 Re: Fluor Corporation Registration Statement on Form S-3 (File No. 333-63984) Ladies and Gentlemen: We have acted as special counsel to Fluor Corporation, a Delaware corporation (the "Company"), in connection with the offering and sale by the Company of $300,000,000 aggregate principal amount of the Company's 1.50% Convertible Senior Notes due 2024 (the "Notes") pursuant to that certain Underwriting Agreement, dated as of February 10, 2004 (the "Underwriting Agreement"), by and among the Company and Banc of America Securities LLC and Citigroup Global Markets Inc., acting as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"). The Notes are being issued pursuant to that certain Indenture, dated as of February 17, 2004 (the "Base Indenture") and as supplemented by that certain First Supplemental Indenture, dated as of February 17, 2004 (together with the Base Indenture, the "Indenture"), between the Company and The Bank of New York, as Trustee (the "Trustee"). In connection with the opinions expressed in this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (a) the Underwriting Agreement; (b) the Indenture; (c) the form of global certificate evidencing the Notes; and (d) such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed without independent investigation that: GIBSON, DUNN & CRUTCHER LLP Fluor Corporation February 17, 2003 Page 2 (i) the signatures on all documents examined by us are genuine, all individuals executing such documents had all requisite legal capacity and competency and (except in the case of documents executed on behalf of the Company) were duly authorized, the documents submitted to us as originals are authentic and the documents submitted to us as copies conform to the originals; (ii) the Trustee has all requisite power and authority to execute, deliver and perform its obligations under, and has duly executed and delivered, the Indenture; (iii) the execution and delivery of the Indenture and the Notes, and the performance of the obligations thereunder, have been duly authorized by all necessary action by the Trustee; (iv) the execution and delivery of the Underwriting Agreement, the Indenture and the Notes, and the performance of the obligations thereunder, by any of the parties thereto do not and will not violate any law, regulation, order, judgment or decree applicable to such party, except as expressly covered by our opinions below; (v) the Indenture has been duly executed and delivered by the Trustee; (vi) the Indenture constitutes the legal, valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with its terms; and (vii) the proceeds from the sale of the Notes will be applied as set forth in the Prospectus. As to facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon the representations and warranties of the Company in the Underwriting Agreement, certificates of officers and other representatives of the Company delivered pursuant to the Underwriting Agreement or otherwise, and other statements and representations of officers and other representatives of the Company and others. Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Notes, when executed, authenticated and issued in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. The opinions expressed in this opinion letter are subject to the following additional assumptions, exceptions, qualifications and limitations: A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the States of New York and California and the United States of America. This opinion letter is limited to the effect of the current state of the laws of the States of New York and California and the United States of America and the facts as they currently exist. We assume GIBSON, DUNN & CRUTCHER LLP Fluor Corporation February 17, 2003 Page 3 no obligation to revise or supplement this opinion letter in the event of future changes in such laws or the interpretations thereof or such facts. B. Our opinion is subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law. C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights, or (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws. D. We express no opinion as to the applicability to, or the effect of noncompliance by, any party other than the Company with any federal or state laws applicable to the transactions contemplated by the Underwriting Agreement or the Indenture because of the nature of the business of such party. We hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K, filed as of the date hereof. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Gibson, Dunn & Crutcher LLP GIBSON, DUNN & CRUTCHER LLP JRH/JMW/GCT/JPS/MSF EX-12 7 a96595exv12.htm EXHIBIT 12

EXHIBIT 12

FLUOR CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Thousands)

															Nine
															Months
															Ended
															Sept 30
		1998			1999			2000		2001		2002			2003
Earnings from continuing operations before income taxes		$	193,838		$	88,674		$	164,287	$	185,320	$	260,524		$	191,807
Add (subtract)
	Equity in earnings from less than 50% owned persons, net of distributions		(8,090	)		(5,776	)		220		6,408		(3,529	)		(149	)
	Fixed charges		41,295			44,631			53,090		50,502		35,399			27,851
	Total	$	227,043		$	127,529		$	217,597	$	242,230	$	292,394		$	219,509
Fixed charges
	Interest expense	$	13,120		$	18,972		$	26,315	$	25,011	$	8,925		$	7,995
	Portion of rental expense representative of interest factor		28,175			25,659			26,775		25,491		26,474			19,856
	Total fixed charges (1)	$	41,295		$	44,631		$	53,090	$	50,502	$	35,399		$	27,851
Ratio of earnings to fixed charges (1)			5.50			2.86			4.10		4.80		8.26			7.88

(1) For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of earnings from continuing operations before provision for income taxes plus fixed charges less equity in earnings from less than 50% owned persons, net of distributions. “Fixed charges” consist of interest and approximately one-third of rental expense.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

                                                                     Exhibit 4.1

                          -----------------------------

                                FLUOR CORPORATION




                                    ---------


                                    Indenture


                          Dated as of February 17, 2004


                                    ---------





                              The Bank of New York,

                                                 Trustee

                            CROSS REFERENCE TABLE(1)
             Certain Sections of this Indenture relating to Sections
   310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended:



TIA                                                                                                        Indenture
Section                                                                                                     Section
- -------                                                                                                     -------
                                                                                                        
310(a)(1) ................................................................................................    6.09

   (a)(2) ................................................................................................    6.09

   (a)(3) ................................................................................................    N.A.(2)

   (a)(4) ................................................................................................    N.A.

   (b) ....................................................................................................   6.08

   (c) ....................................................................................................   6.13

311(a) ....................................................................................................   6.13

   (b) ....................................................................................................   6.13

   (c) ....................................................................................................   N.A.

312(a) .................................................................................................... 7.01, 7.02

   (b) ....................................................................................................   7.02

   (c) ....................................................................................................   7.02

313(a) ....................................................................................................   7.03

   (b) ....................................................................................................   7.03

   (c) .................................................................................................... 7.03, 1.07

   (d) ....................................................................................................   7.03

314(a) ....................................................................................................   7.04

   (b) ....................................................................................................   N.A.


- ----------

1     This Cross Reference Table shall not, for any purpose, be deemed to be
      part of the Indenture.

2     N.A. means "not applicable."


                                       i

                              CROSS REFERENCE TABLE



TIA                                                                                                        Indenture
Section                                                                                                     Section
- -------                                                                                                     -------
                                                                                                        
   (c)(1) ................................................................................................    1.03

   (c)(2) ................................................................................................    1.03

   (c)(3) ................................................................................................    N.A.

   (d) ....................................................................................................   N.A.

   (e) ....................................................................................................   1.03

   (f) .....................................................................................................  N.A.

315(a) .................................................................................................... 6.03, 6.01

   (b) ....................................................................................................   6.02

   (c) ....................................................................................................   6.01

   (d) ....................................................................................................   6.01

   (e) ....................................................................................................   5.14

316(a) ....................................................................................................   1.01

   (a)(1)(A) ..........................................................................................       5.12

   (a)(1)(B) ..........................................................................................       5.13

   (a)(2) ...............................................................................................     N.A.

   (b) ....................................................................................................   5.08

317(a)(1) ................................................................................................    5.03

   (a)(2) ................................................................................................    5.04

   (b) ....................................................................................................  10.03

318 ........................................................................................................  1.08



                                       ii

                                TABLE OF CONTENTS

                                                                   
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...................1
      SECTION 1.01.     Rules of Construction.............................1
      SECTION 1.02.     Definitions.......................................1
      SECTION 1.03.     Compliance Certificates and Opinions..............7
      SECTION 1.04.     Form of Documents Delivered to Trustee............8
      SECTION 1.05.     Acts of Holders; Record Dates.....................9
      SECTION 1.06.     Notices to Trustee and Company...................11
      SECTION 1.07.     Notice to Holders; Waiver........................11
      SECTION 1.08.     Conflict with Trust Indenture Act................12
      SECTION 1.09.     Effect of Headings and Table of Contents.........12
      SECTION 1.10.     Successors and Assigns...........................12
      SECTION 1.11.     Separability Clause..............................12
      SECTION 1.12.     Benefits of Indenture............................12
      SECTION 1.13.     Governing Law; Waiver of Jury Trial;
                          Counterparts...................................12
      SECTION 1.14.     Legal Holidays...................................12

ARTICLE TWO
SECURITY FORMS...........................................................13
      SECTION 2.01.     Forms Generally..................................13
      SECTION 2.02.     Form of Face of Security.........................13
      SECTION 2.03.     Form of Reverse of Security......................15
      SECTION 2.04.     Form of Legend for Global Securities.............19
      SECTION 2.05.     Form of Trustee's Certificate of Authentication..19
      SECTION 2.06.     Forms of Conversion Notice.......................20

ARTICLE THREE
THE SECURITIES...........................................................21
      SECTION 3.01.     Amount Unlimited; Issuable in Series.............21
      SECTION 3.02.     Denominations....................................24
      SECTION 3.03.     Execution, Authentication, Delivery and Dating...24
      SECTION 3.04.     Temporary Securities.............................26
      SECTION 3.05.     Registration; Registration of Transfer and
                          Exchange.......................................27
      SECTION 3.06.     Mutilated, Destroyed, Lost and Stolen Securities.28
      SECTION 3.07.     Payment of Interest; Interest Rights Preserved...29
      SECTION 3.08.     Persons Deemed Owners............................30
      SECTION 3.09.     Cancellation.....................................31
      SECTION 3.10.     Computation of Interest..........................31
      SECTION 3.11.     CUSIP Numbers....................................31

ARTICLE FOUR
SATISFACTION AND DISCHARGE...............................................32
      SECTION 4.01.     Satisfaction and Discharge of Indenture..........32
      SECTION 4.02.     Application of Trust Money.......................33

ARTICLE FIVE
REMEDIES.................................................................33
      SECTION 5.01.     Events of Default................................33
      SECTION 5.02.     Acceleration of Maturity; Rescission and
                          Annulment......................................34



                                                                   
      SECTION 5.03.     Collection of Indebtedness and Suits for
                          Enforcement by Trustee.........................35
      SECTION 5.04.     Trustee May File Proofs of Claim.................36
      SECTION 5.05.     Trustee May Enforce Claims Without Possession of
                          Securities.....................................36
      SECTION 5.06.     Application of Money Collected...................36
      SECTION 5.07.     Limitation on Suits..............................37
      SECTION 5.08.     Rights of Holders to Receive Principal, Premium
                          and Interest...................................37
      SECTION 5.09.     Restoration of Rights and Remedies...............37
      SECTION 5.10.     Rights and Remedies Cumulative...................38
      SECTION 5.11.     Delay or Omission Not Waiver.....................38
      SECTION 5.12.     Control by Holders...............................38
      SECTION 5.13.     Waiver of Past Defaults..........................38
      SECTION 5.14.     Undertaking for Costs............................39

ARTICLE SIX
THE TRUSTEE..............................................................39
      SECTION 6.01.     Certain Duties and Responsibilities..............39
      SECTION 6.02.     Notice of Defaults...............................40
      SECTION 6.03.     Certain Rights of Trustee........................40
      SECTION 6.04.     Not Responsible for Recitals or Issuance of
                          Securities.....................................42
      SECTION 6.05.     May Hold Securities..............................42
      SECTION 6.06.     Money Held in Trust..............................42
      SECTION 6.07.     Compensation and Reimbursement...................42
      SECTION 6.08.     Conflicting Interests............................43
      SECTION 6.09.     Corporate Trustee Required; Eligibility..........43
      SECTION 6.10.     Resignation and Removal; Appointment of
                          Successor......................................44
      SECTION 6.11.     Acceptance of Appointment by Successor...........45
      SECTION 6.12.     Merger, Conversion, Consolidation or Succession
                          to Business....................................46
      SECTION 6.13.     Preferential Collection of Claims Against
                          Company........................................46
      SECTION 6.14.     Appointment of Authenticating Agent..............46

ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................48
      SECTION 7.01.     Company to Furnish Trustee Names and Addresses
                          of Holders.....................................48
      SECTION 7.02.     Preservation of Information; Communications to
                          Holders........................................48
      SECTION 7.03.     Reports by Trustee...............................49
      SECTION 7.04.     Reports by Company...............................49

ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.....................49
      SECTION 8.01.     Company May Consolidate, Etc., only on Certain
                          Terms..........................................49
      SECTION 8.02.     Successor Substituted............................50

ARTICLE NINE
SUPPLEMENTAL INDENTURES..................................................50
      SECTION 9.01.     Supplemental Indentures Without Consent of
                          Holders........................................50
      SECTION 9.02.     Supplemental Indentures With Consent of Holders..51
      SECTION 9.03.     Execution of Supplemental Indentures.............52
      SECTION 9.04.     Effect of Supplemental Indentures................52
      SECTION 9.05.     Conformity with Trust Indenture Act..............53
      SECTION 9.06.     Reference in Securities to Supplemental
                          Indentures.....................................53



                                                                   
ARTICLE TEN
COVENANTS................................................................53
      SECTION 10.01.    Payment of Principal, Premium and Interest.......53
      SECTION 10.02.    Maintenance of Office or Agency..................53
      SECTION 10.03.    Money for Securities Payments to Be Held in
                          Trust..........................................54
      SECTION 10.04.    Compliance Certificate...........................55
      SECTION 10.05.    Corporate Existence..............................55
      SECTION 10.06.    Payment of Taxes and Other Claims................55
      SECTION 10.07.    [Reserved.]......................................55
      SECTION 10.08.    [Reserved.]......................................55
      SECTION 10.09.    Waiver of Covenants..............................55

ARTICLE ELEVEN
REDEMPTION OF SECURITIES.................................................56
      SECTION 11.01.    Applicability of Article.........................56
      SECTION 11.02.    Election to Redeem; Notice to Trustee............56
      SECTION 11.03.    Selection by Trustee of Securities to Be
                          Redeemed.......................................56
      SECTION 11.04.    Notice of Redemption.............................57
      SECTION 11.05.    Deposit of Redemption Price......................58
      SECTION 11.06.    Securities Payable on Redemption Date............58
      SECTION 11.07.    Securities Redeemed in Part......................58

ARTICLE TWELVE
SINKING FUNDS............................................................59
      SECTION 12.01.    Applicability of Article.........................59
      SECTION 12.02.    Satisfaction of Sinking Fund Payments with
                          Securities.....................................59
      SECTION 12.03.    Redemption of Securities for Sinking Fund........59

ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE.......................................60
      SECTION 13.01.    Company's Right with Respect to Defeasance or
                          Covenant Defeasance............................60
      SECTION 13.02.    Defeasance and Discharge.........................60
      SECTION 13.03.    Covenant Defeasance..............................60
      SECTION 13.04.    Conditions to Defeasance or Covenant Defeasance..61
      SECTION 13.05.    Deposited Money and U.S. Government Obligations
                        to Be Held in Trust; Miscellaneous Provisions....62
      SECTION 13.06.    Reinstatement....................................63

ARTICLE FOURTEEN
CONVERSION OF SECURITIES.................................................63
      SECTION 14.01.    Applicability of Article.........................63
      SECTION 14.02.    Exercise of Conversion Privilege.................64
      SECTION 14.03.    No Fractional Shares.............................65
      SECTION 14.04.    Adjustment of Conversion Price...................65
      SECTION 14.05.    Notice of Certain Corporate Actions..............66
      SECTION 14.06.    Reservation of Shares of Common Stock............66
      SECTION 14.07.    Payment of Certain Taxes Upon Conversion.........66
      SECTION 14.08.    Nonassessability.................................67
      SECTION 14.09.    Effect of Consolidation or Merger on Conversion
                          Privilege......................................67
      SECTION 14.10.    Duties of Trustee Regarding Conversion...........68
      SECTION 14.11.    Repayment of Certain Funds Upon Conversion.......68




                                      iii

      THIS INDENTURE, dated as of February 17, 2004 (this "INDENTURE"), is made
between Fluor Corporation, a Delaware corporation (the "COMPANY") having its
principal executive office at One Enterprise Drive, Aliso Viejo, California
92656, and The Bank of New York, a New York banking corporation (the "TRUSTEE").

      A. The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called a "SECURITY"
or the "SECURITIES") to be issued in one or more series as in this Indenture
provided.

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

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of all Holders of the Securities or of series thereof,
as follows:

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. RULES OF CONSTRUCTION.

      For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

            (1) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular;

            (2) all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

            (3) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with generally accepted accounting principles
      in the United States as in effect from time to time and, except as
      otherwise herein expressly provided, the term "generally accepted
      accounting principles" with respect to any computation required or
      permitted hereunder shall mean such United States accounting principles as
      are generally accepted at the date of such computation;

            (4) "or" is not exclusive;

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

            (6) the words "herein," "hereof," and "hereunder" and other of
      similar import refer to this Indenture as a whole and not to any
      particular Article, Section, or other subdivision.

SECTION 1.02. DEFINITIONS.

      "Act," when used with respect to any Holder, has the meaning specified in
Section 1.05.


                                       1

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

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

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

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

      "Board Resolution" means a copy of one or more resolutions certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

      "Business Day" means, except as otherwise specified as contemplated by
Section 3.01, with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York, that Place of Payment or other particular location
referred to in this Indenture or in the Securities are authorized or obligated
by law or executive order 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.

      "Cash" means such coin or currency of the United States as at any time of
payment is legal tender for the payment of public and private debts.

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

      "Common Stock" includes any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company. However, subject to the
provisions of Section 14.09, shares issuable on conversions of Securities shall
include only shares of the class designated as Common Stock of the Company at
the date of this Indenture or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption


                                       2

by the Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class than so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from such reclassifications bears to the total number of shares of all
such classes resulting from all such reclassifications.

      "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.

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

      "Corporate Trust Office" means the corporate trust office of the Trustee
which, at the time of the execution of this Indenture is located at 101 Barclay
Street - 8W, New York, New York 10286, Attention: Corporate Trust
Administration, at which at any particular time its corporate trust business
shall be administered.

      "Corporation" means a corporation, association, company, joint-stock
company or business trust.

      "Covenant Defeasance" has the meaning specified in Section 13.03.

      "debt" means indebtedness for borrowed money.

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

      "Defaulted Interest" shall have the meaning set forth in Section 3.07.

      "Defeasance" has the meaning specified in Section 13.02.

      "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities contemplated by Section 3.01.

      "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

      "Event of Default" shall have the meaning set forth in Section 5.01.

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

      "Expiration Date" has the meaning specified in Section 1.05.


                                       3

      "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.04 (or such
legend as may be specified as contemplated by Section 3.01 for such Securities).

      "Holder" or "Securityholder" means a Person in whose name a Security is
registered in the Security Register.

      "Indenture" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof, including, for all purposes of this
instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, and shall include the terms of a particular series
of Securities established as contemplated in Section 3.01.

      "interest," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

      "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

      "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

      "Legal Holiday" shall have the meaning set forth in Section 1.14.

      "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal or, in the
case of an Original Issue Discount Security, the principal amount payable upon a
declaration of acceleration pursuant to Section 5.02, becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

      "Notice of Default" shall have the meaning set forth in Section 5.01.

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

      "Officers' Certificate" means a written certificate signed in the name of
the Company by its Chairman of the Board, a Vice Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 10.04 shall
be the principal executive, financial or accounting officer of the Company.

      "Opinion of Counsel" means a written opinion from legal counsel who may be
an employee of, or counsel to, the Company.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.


                                       4

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

            (1) Securities theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation;

            (2) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities; provided that, if such Securities are
      to be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefore satisfactory to the Trustee has been
      made;

            (3) Securities as to which Defeasance has been effected pursuant to
      Section 13.02; and

            (4) Securities which have been paid pursuant to Section 3.06 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
aggregate principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (a) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 5.02,
(b) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined
as contemplated by Section 3.01, (c) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 3.01, of the
principal amount of such Security, (or, in the case of a Security described in
Clause (a) or (b) above, of the amount determined as provided in such Clause),
and (d) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Trust Officer of the Trustee actually knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.


                                       5

      "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

      "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the Stated Maturity or
Maturities thereof, the original issue date or dates thereof, the redemption
provisions, if any, and any other terms specified as contemplated by Section
3.01 with respect thereto, are to be determined by the Company, or one or more
of the Company's agents designated in an Officers' Certificate, upon the
issuance of such Securities.

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

      "Place of Payment," when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
10.02, the principal of and any interest on the Securities of that series are
payable as specified as contemplated by Section 3.01.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Redemption Date" or "redemption date," when used with respect to any
Security to be redeemed, shall mean the date specified for redemption of such
Security in accordance with the terms of such Security and this Indenture.

      "Redemption Price" or "redemption price," when used with respect to any
Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

      "Restricted Subsidiary" means any Subsidiary which as of such time meets
the definition of a "significant subsidiary" contained as of the date hereof in
Regulation S-X of the Commission.

      "SEC" means the Securities and Exchange Commission.

      "Security" or "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.


                                       6

      "Securityholder" or "Holder" means a Person in whose name a Security is
registered in the Security Register.

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

      "Special Record Date" for the payment of any Defaulted Interest on the
Securities of any issue means a date fixed by the Trustee pursuant to Section
3.07.

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

      "Subsidiary" means a corporation of which a majority of the Capital Stock
having voting power under ordinary circumstances to elect a majority of the
board of directors of such corporation is owned by (a) the Company, (b) the
Company and one or more Subsidiaries or (c) one or more Subsidiaries.

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

      "Trust Officer" means any officer within the corporate trust department of
the Trustee including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer's
knowledge and familiarity with the particular subject.

      "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.

      "U.S. Government Obligation" has the meaning specified in Section 13.04.

      "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice-president."

SECTION 1.03. COMPLIANCE CERTIFICATES AND OPINIONS.

      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 such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of


                                       7

Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this Indenture.

      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 or she
      has made such examination or investigation as is necessary to enable such
      Person to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

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

SECTION 1.04. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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


                                       8

SECTION 1.05. ACTS OF HOLDERS; RECORD DATES.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the same manner provided in this Section.

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

      The ownership of Securities shall be proved by the Security Register.

      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.

      The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite aggregate principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed
to prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by


                                       9

Holders of the requisite aggregate principal amount of Outstanding Securities of
the relevant series on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Sections
1.06 and 1.07.

      The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving and making of (a) any Notice of Default, (b) any declaration of
acceleration referred to in Section 5.02, (c) any request to institute
proceedings referred to in Section 5.07(2) or (d) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite aggregate principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite aggregate principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date
is set pursuant to this paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Sections
1.06 and 1.07.

      With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.07, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


                                       10

SECTION 1.06. NOTICES TO TRUSTEE AND COMPANY.

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

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

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of this instrument or at any other address previously
      furnished in writing to the Trustee by the Company, Attention: Chief
      Financial Officer.

      The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

SECTION 1.07. NOTICE TO HOLDERS; WAIVER.

      Any notice or communication given to a Holder of Securities shall be
mailed to such Securityholder at the Securityholder's address as it appears on
the registration books of the Security Registrar and shall be sufficiently given
if so mailed within the time prescribed for the giving of such notice.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. If a notice or 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 Holders of
Securities of a particular series, it shall mail a copy to the Trustee and each
Security Registrar, co-registrar or Paying Agent, as the case may be, with
respect to such series.

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give notice to Holders of
Securities by mail, then such notification as shall be made with the acceptance
of the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder of a Security shall affect the sufficiency of such
notice with respect to other Holders of Securities.


                                       11

SECTION 1.08. CONFLICT WITH TRUST INDENTURE ACT.

      If any provision of this Indenture limits, qualifies or conflicts with a
provision of the TIA which is required under the TIA to be a part of and govern
this Indenture, the required provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.

SECTION 1.09. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 1.10. SUCCESSORS AND ASSIGNS.

      All agreements of the Company in this Indenture and the Securities shall
bind its successors and assigns, whether so expressed or not. All agreements of
the Trustee in this Indenture shall bind its successors and assigns, whether so
expressed or not.

SECTION 1.11. 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 1.12. BENEFITS OF INDENTURE.

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

SECTION 1.13. GOVERNING LAW; WAIVER OF JURY TRIAL; COUNTERPARTS.

      This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the state of New York, as applied to contracts made
and performed within the state of New York, without regard to principles of
conflicts of law. Each of the Company and the Trustee hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Indenture, the
Securities or the transaction contemplated hereby.

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

SECTION 1.14. LEGAL HOLIDAYS.

      A "Legal Holiday" is any day other than a Business Day. If any specified
date (including an Interest Payment Date, Redemption Date or Stated Maturity of
any Security, or a date for giving notice) is a Legal Holiday at any Place of
Payment or place for giving notice, then


                                       12

(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal need not be made at such Place of Payment, or such other action need
not be taken, on such date, but the action shall be taken on the next succeeding
day that is not a Legal Holiday at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity or such other date and to the extent applicable no Original
Issue Discount or interest, if any, shall accrue for the intervening period.

                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 2.01. FORMS GENERALLY.

      The Securities of each series shall be in substantially such form
(including global form) as set forth in this Article or in such other form as
shall be established by delivery to the Trustee of an Officers' Certificate or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the
rules of any securities exchange or as may, consistently herewith, be determined
by the Officers executing such Securities as evidenced by their execution of the
Securities. The Officers' Certificate so establishing the form of Security, if
any, of any series shall be delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 3.03 for the authentication and
delivery of such Securities.

      The permanent Securities shall be printed or may be produced in any other
manner, all as determined by the Officers executing such Securities as evidenced
by their execution of such Securities.

SECTION 2.02. FORM OF FACE OF SECURITY.

                                FLUOR CORPORATION

No._________                                                       $___________

      Fluor Corporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _______________________, or registered assigns, the principal
sum of ______________ Dollars on __________________ [if the Security is to bear
interest prior to Maturity, insert --, and to pay interest thereon from
____________________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ____________ and
___________ in each year, commencing _________________, at the rate of
____________________% per annum, until the principal hereof is paid or made
available for payment [if applicable, insert -- , provided that any principal
and premium, and any such installment of interest, which is overdue shall bear
interest at the rate of _____________% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment, and such interest shall
be payable on demand]. The interest so payable, and punctually paid or duly
provided for,


                                       13

on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ____________________ or __________________ (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
Default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____________% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. [Any such interest
on overdue principal or premium which is not paid on demand shall bear interest
at the rate of _________% per annum (to the extent that the payment of such
interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on
any overdue interest shall be payable on demand.]]

Payment of the principal of (and premium, if any) and [if applicable, insert --
any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in ______________, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts [if applicable, insert -- ; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register].

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

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

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

Dated:

                                          Fluor Corporation

                                          By:__________________________________


                                       14

SECTION 2.03. FORM OF REVERSE OF SECURITY.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of February 17, 2004 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [if applicable, insert --, limited in aggregate
principal amount to $_____________________].

      [If applicable, insert -- The Securities of this series are subject to
redemption prior to the Stated Maturity upon not less than 30 days' notice by
mail, [if applicable, insert -- (1) on ________________ in any year commencing
with the year __________ and ending with the year _____________ through
operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount, and (2)] at any time [if applicable, insert -- on
or after __________, 19__], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert -- on or before
_______________, ___, and if redeemed] during the 12-month period beginning
___________ of the years indicated,

  YEAR    REDEMPTION PRICE    YEAR   REDEMPTION PRICE






and thereafter at a Redemption Price equal to ____________% of the principal
amount, together in the case of any such redemption [if applicable, insert --
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture].

[If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ____________ in
any year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ____________ of the years indicated,


                                       15



                       REDEMPTION PRICE             REDEMPTION PRICE FOR
                        FOR REDEMPTION              REDEMPTION OTHERWISE
                       THROUGH OPERATION           THAN THROUGH OPERATION
      YEAR            OF THE SINKING FUND           OF THE SINKING FUND
      ----            -------------------           -------------------
                                            





and thereafter at a Redemption Price equal to ____________% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

      [If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to ____________, redeem any Securities of this series as contemplated
by [if applicable, insert -- Clause (2) of] the preceding paragraph as a part
of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ____________% per annum].

      [If applicable, insert -- The sinking fund for this series provides for
the redemption on in each year beginning with the year ____________ and ending
with the year ____________ of [if applicable, insert -- not less than
$____________ ("mandatory sinking fund") and not more than] $____________
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [if
applicable, insert -- mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise
required to be made [if applicable, insert -- , in the inverse order in which
they become due].]

      [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

      [If applicable, insert -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

      [If the Security is convertible into Common Stock of the Company, insert
- -- Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that, in
case this Security or any portion hereof shall be called for redemption, such
right shall terminate with respect to this Security or portion hereof, as the
case may be, so called for redemption at the close of business on the date fixed
for redemption as


                                       16

provided in the Indenture unless the Company defaults in making the payment due
upon redemption), to covert the principal amount of this Security (or any
portion hereof which is $1,000 or an integral multiple thereof), into fully paid
and non-assessable shares (calculated as to each conversion to the nearest
1/100th of a share) of the Common Stock of the Company, as said shares shall be
constituted at the date of conversion, at the conversion price of $____________
principal amount of Securities for each share of Common Stock or at the adjusted
conversion price in effect at the date of conversion determined as provided in
the Indenture, upon surrender of this Security, together with the conversion
notice hereon duly executed, to the Company at the designated office or agency
of the Company in ________________________, accompanied (if so required by the
Company) by instruments of transfer, in form satisfactory to the Company and to
the trustee, duly executed by the Holder or by its fully authorized attorney in
writing. Such surrender shall, if made during any period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption on
a Redemption Date during such period), also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of this Security then being
converted. Subject to the aforesaid requirement for payment and, in the case of
a conversion after the Regular Record Date next preceding any Interest Payment
Date and on or before such Interest Payment Date, to the right of the Holder of
this Security (or any Predecessor Security) of record at such Regular Record
Date to receive an installment of interest (with certain exceptions provided in
the Indenture), no adjustment is to be made on conversion for interest accrued
hereon or for dividends on shares of Common Stock issued on conversion. The
Company is not required to issue fractional shares upon any such conversion, but
shall make adjustment therefor in cash on the basis of the current market value
of such fractional interest as provided in the Indenture. The conversion price
is subject to adjustment as provided in the Indenture. In addition, the
Indenture provides that in case of certain consolidations or mergers to which
the Company is a party or the sale of substantially all of the assets of the
Company, the Indenture shall be amended, without the consent of any Holders of
Securities, so that this Security, if then outstanding, will be convertible
thereafter, during the period this Security shall be convertible as specified
above, only into the kind and amount of securities, cash and other property
receivable upon the consolidation, merger or sale by a holder of the number of
shares of Common Stock into which this Security might have been converted
immediately prior to such consolidation, merger or sale (assuming such holder of
Common Stock failed to exercise any rights of election and received per share
the kind and amount received per share by a plurality of non-electing shares) [,
assuming if such consolidation, merger or sale is prior to ____________, 20__ ,
that this Security were convertible at the time of such consolidation, merger or
sale at the initial conversion price specified above as adjusted from
____________, 20__ to such time pursuant to the Indenture). In the event of
conversion of this Security in part only, a new Security or Securities for the
unconverted portion hereof in part only, a new Security or Securities for the
unconverted portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.)

      (If the Security is convertible into other securities of the Company,
specify the conversion features.)

      [If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

      [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the


                                       17

amount. Upon payment (a) of the amount of principal so declared due and payable
and (b) of interest on any overdue principal, premium and interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and premium and interest, if any, on the Securities of this series shall
terminate.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the indenture and certain
past Defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

      [If the Security is an Original Issue Discount Security, -- In determining
whether the Holders of the requisite aggregate principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Securities, the principal amount of any Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon the acceleration of the Maturity thereof.]

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee indemnity reasonably
satisfactory to the Trustee, and the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 90 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one


                                       18

or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

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

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

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

      The Securities shall be governed by and construed in accordance with the
laws of the State of New York.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

SECTION 2.04. FORM OF LEGEND FOR GLOBAL SECURITIES.

      Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

            THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
            INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
            DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
            IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
            THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
            ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
            IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 2.05. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

      The Trustee's certificates of authentication shall be in substantially the
following form:

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

                                                              [Name of Trustee],
                                                                      As Trustee

Dated:______________                           By_______________________________
                                                            Authorized Signatory


                                       19


SECTION 2.06. FORMS OF CONVERSION NOTICE.

To Fluor Corporation:

      The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of the
company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date within such
period), this Notice is accompanied by payment, in funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment
Date of the principal of this Security to be converted. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect hereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Security.

Principal Amount to be Converted
(in an integral multiple of
$1,000, if less than all):
$
 --------------

Dated:
      ---------------


            --------------------------------------------------------------------

            Signature(s) must be guaranteed by a commercial bank or trust
            company or a member firm of a national stock exchange if shares of
            Common Stock are to be delivered, or Securities to be issued, other
            than to and in the name of the registered owner.

            ------------------------------------------------
            Signature Guaranty

Fill in for registration of shares of Common Stock and Security if to be issued
otherwise than to the registered holder.

                                    Social Security or Other Taxpayer
- ------------------------            Identification Number
(Name)                                                   -----------------------


- ------------------------------------
(Address)


- ------------------------------------
Please print Name and Address
(including zip code number)

(The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.)



                                       20

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture shall be unlimited and all principal of and
any interest on the Securities shall be payable in Dollars.

      The Securities may be issued in one or more series. There shall be
established, in or pursuant to a Board Resolution, and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

            (1) the title of the Securities of the series (which shall
      distinguish the Securities of the series from Securities of any other
      series);

            (2) any limit upon the aggregate principal amount of the Securities
      of the series which may be authenticated and delivered under this
      Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
      11.07 and except for any Securities which, pursuant to Section 3.03, are
      deemed never to have been authenticated and delivered hereunder);

            (3) the Person to whom any interest on a Security of the series
      shall be payable, if other than the Person in whose name that Security (or
      one or more Predecessor Securities) is registered at the close of business
      on the Regular Record Date for such interest;

            (4) the date or dates on which the principal or installments of
      principal of any Securities of the series is payable or the method of
      determination thereof and any rights to extend such date or dates;

            (5) the rate or rates at which any Securities of the series shall
      bear interest, if any, or the method if any by which such rate or rates
      are to be determined, the date or dates from which any such interest shall
      accrue, the Interest Payment Dates on which any such interest shall be
      payable and the Regular Record Date for any such interest payable on any
      Interest Payment Date;

            (6) the place or places where, subject to the provisions of Section
      10.02, the principal of and any interest on Securities of the series shall
      be payable, any Securities of the series may be surrendered for
      registration of transfer, Securities of the series may be surrendered for
      exchange and notices and demands to or upon the Company in respect of the
      Securities of the series and this Indenture may be served;

            (7) the period or periods within which, the price or prices at which
      and the terms and conditions upon which, Securities of the series may be
      redeemed, in whole or


                                       21

      in part, at the option of the Company, and if other than by a Company
      Order, the manner in which any election by the Company to redeem the
      Securities shall be evidenced;

            (8) the obligation, if any, of the Company to redeem or purchase
      Securities of the series pursuant to any sinking fund or analogous
      provisions or at the option of a Holder thereof, the conditions, if any,
      giving rise to such obligation, and the period or periods within which,
      the price or prices at which and the terms and conditions upon which
      Securities of the series shall be redeemed or purchased, in whole or in
      part, and any provisions for the remarketing of such Securities;

            (9) the denominations in which any Securities of the series shall be
      issuable, if other than denominations of $1,000 and any integral multiple
      thereof;

            (10) if the amount of payments of principal of or any interest on
      any Securities of the series is to be determined with reference to an
      index, formula or other method, the manner in which such amounts shall be
      determined and the calculation agent, if any, with respect thereto;

            (11) if other than the currency of the United States of America, the
      currency, currencies, or currency units in which the principal of or any
      premium or interest on any Securities of the series shall be payable and
      the manner of determining the equivalent thereof in the currency of the
      United States of America for any purpose, including for purposes of the
      definition of "Outstanding" in Section 1.02;

            (12) if the principal of or any premium or interest on any
      Securities of the series is to be payable, at the election of the Company
      or the Holder thereof, in one or more currencies or currency units other
      than that or those in which such Securities are stated to be payable, the
      currency, currencies or currency units in which the principal of or any
      premium or interest on such Securities as to which such election is made
      shall be payable, the periods within which and the terms and conditions
      upon which such election is to be made and the amount so payable (or the
      manner in which such amount shall be determined);

            (13) if other than the entire principal amount thereof, the portion
      of the principal amount of any Securities of the series which shall be
      payable upon declaration of acceleration of the Maturity thereof pursuant
      to Section 5.02;

            (14) if the principal amount payable at the Stated Maturity of any
      Securities of the series will not be determinable as of any one or more
      dates prior to the Stated Maturity, the amount which shall be deemed to be
      the principal amount of such Securities as of any such date for any
      purpose thereunder or hereunder, including the principal amount thereof
      which shall be due and payable upon any Maturity other than the Stated
      Maturity or which shall be deemed to be Outstanding as of any date prior
      to the Stated Maturity (or, in any such case, the manner in which such
      amount deemed to be the principal amount shall be determined);

            (15) if applicable, that the Securities of the series, in whole or
      any specified part, shall not be defeasible pursuant to Section 13.02 or
      Section 13.03 or both such


                                       22

      Sections and, if other than by a Company Order, the manner in which any
      election by the Company to defease such Securities shall be evidenced;

            (16) if applicable, that any Securities of the series shall be
      issuable in whole or in part in the form of one or more Global Securities
      and, in such case, the respective Depositaries for such Global Securities,
      the form of any legend or legends which shall be borne by any such Global
      Security in addition to or in lieu of that set forth in Section 2.04 and
      any circumstances in addition to or in lieu of those set forth in Section
      3.05 in which any such Global Security may be exchanged in whole or in
      part for Securities registered, and any transfer of such Global Security
      in whole or in part may be registered, in the name or names of Persons
      other than the Depositary for such Global Security or a nominee thereof;

            (17) any addition to or change in the Events of Default which
      applies to any Securities of the series and any change in the right of the
      Trustee or the requisite Holders of such Securities to declare the
      principal amount thereof due and payable pursuant to Section 5.02;

            (18) if other than as defined in Section 1.01, the meaning of
      "Business Day" when used with respect to any Securities of the series;

            (19) if the Securities of the series may be issued or delivered
      (whether upon original issuance or upon exchange of a temporary Security
      of such series or otherwise), or any installment of principal of or any
      interest is payable, only upon receipt of certain certificates or other
      documents or satisfaction of other conditions in addition to those
      specified in this Indenture, the form and terms of such certificates,
      documents or conditions;

            (20) the terms of any right to convert Securities of the series into
      shares of Common Stock of the Company or other securities or property;

            (21) any addition to or change in the covenants set forth in Article
      Ten which applies to Securities of the series; and

            (22) any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture, except as permitted by
      Section 9.01(5)).

      All Securities of any one series shall be substantially identical except
as to denomination and the rate or rates of interest, if any, and Stated
Maturity, the date from which interest, if any, shall accrue and except as may
otherwise be provided in or pursuant to an Officers' Certificate pursuant to
this Section 3.01 or in any indenture supplemental hereto; provided, however,
that a different CUSIP number shall be obtained for Securities of any one series
that are not identical (except as to denomination). All Securities of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series or
for the establishment of additional terms with respect to the Securities of such
series.



                                       23

      If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series. With respect to Securities of
a series subject to a Periodic Offering, such Board Resolution or Officers'
Certificate or supplemental indenture may provide general terms for Securities
of such series and provide either that the specific terms of particular
Securities of such series shall be specified in a Company Order or that such
terms shall be determined by the Company, or one or more of the Company's agents
designated in an Officers' Certificate, in accordance with other procedures
specified in a Company Order as contemplated by the third paragraph of Section
3.03.

SECTION 3.02. DENOMINATIONS.

      Unless otherwise provided in the applicable Officers' Certificate or
supplemental indenture, the Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such specified
denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

      The Securities shall be executed on behalf of the Company by its Chairman
of the Board, one of its Vice Chairmen, its President or one of its Vice
Presidents, or the Treasurer or any Assistant Treasurer. The signature of any of
these officers on the Securities may be manual or facsimile.

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities;
provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, (1) such Company Order may be delivered by the Company to the
Trustee prior to the delivery to the Trustee of such Securities for
authentication and delivery, (2) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount established for
such series, pursuant to a Company Order or pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by a Company
Order and (3) the rate or rates of interest, if any, the Stated Maturity or
Maturities, the original issue date or dates, the redemption provisions, if any,
and any other terms of Securities of such series shall be determined by a
Company Order or pursuant to such procedures.


                                       24

      If the forms or terms of the Securities of the series have been
established in or pursuant to one or more Officers' Certificates as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating:

            (1) that the form and terms of such Securities have been duly
      authorized by the Company and established in conformity with the
      provisions of this Indenture; and

            (2) that such Securities when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      condition specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company, enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles;

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series and that the Opinion of Counsel above may state:

            (x) that the forms of such Securities have been, and the terms of
      such Securities (when established in accordance with such procedures as
      may be specified from time to time in a Company Order all as contemplated
      by and in accordance with a Board Resolution or an Officers' Certificate
      pursuant to Section 3.01, as the case may be) will have been, duly
      authorized by the Company and established in conformity with the
      provisions of this Indenture; and

            (y) that such Securities when (i) executed by the Company, (ii)
      completed, authenticated and delivered by the Trustee in accordance with
      this Indenture, and (iii) issued and delivered by the Company and paid for
      in the manner and subject to any conditions specified in such Opinion of
      Counsel, will constitute valid and legally binding obligations of the
      Company enforceable in accordance with their terms, subject to customary
      exceptions.

      With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 2.01 and 3.01 and this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such series unless and until it has received written notification that such
opinion or other documents have been superseded or revoked. In connection with
the authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company's
instructions to authenticate and deliver such Securities do not violate any
rules, regulations or orders of any governmental agency or commission having
jurisdiction over the Company.



                                       25

      Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are subject to a Periodic Offering, it
shall not be necessary to deliver the Officers' Certificate otherwise required
pursuant to Section 3.01 or the Company Order and opinion of counsel otherwise
required pursuant to such preceding paragraph at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication, upon original issuance of the first Security
of such series to be issued.

      Each Security shall be dated the date of its authentication.

      The Trustee may appoint an Authenticating Agent acceptable to the Company
to authenticate Securities. Unless otherwise provided in the appointment, an
Authenticating Agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. The Trustee's certificate of authentication shall be in substantially
the form set forth in Section 2.05.

      Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.03 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 3.04. TEMPORARY SECURITIES.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed 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 evidenced by their execution of such Securities.

      If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary  Securities


                                       26

of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

SECTION 3.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

      Upon surrender for registration of transfer of any Security at the office
or agency of the Company designated pursuant to Section 10.02 for such purpose
in a Place of Payment, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations of a like aggregate principal amount and tenor.

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series of any authorized denomination or
denominations, of a like aggregate principal amount and tenor, upon surrender of
the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

      All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

      Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

      The Company may but shall not be required (a) to issue, register the
transfer of or exchange Securities of any series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 and ending
at the close of business on the day of such mailing, or (b) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.



                                       27

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

            (1) Each Global Security authenticated under this Indenture shall be
      registered in the name of the Depositary designated for such Global
      Security or a nominee thereof and delivered to such Depositary or a
      nominee thereof or custodian therefor, and each such Global Security shall
      constitute a single Security for all purposes of this Indenture.

            (2) Notwithstanding any other provision in this Indenture, no Global
      Security may be exchanged in whole or in part for Securities registered,
      and no transfer of a Global Security in whole or in part may be
      registered, in the name of any Person other than the Depositary for such
      Global Security or a nominee thereof unless (a) such Depositary (i) has
      notified the Company that it is unwilling or unable to continue as
      Depositary for such Global Security or (ii) has ceased to be a clearing
      agency registered under the Exchange Act, (b) the Company executes and
      delivers to the Trustee a Company Order that such Global Security shall be
      so exchangeable, (c) there shall have occurred and be continuing an Event
      of Default with respect to such Global Security or (d) there shall exist
      such circumstances, if any, in addition to or in lieu of the foregoing as
      have been specified for this purpose as contemplated by Section 3.01.

            (3) Subject to Clause (2) above, any exchange of a Global Security
      for other Securities may be made in whole or in part, and all Securities
      issued in exchange for a Global Security or any portion thereof shall be
      registered in such names as the Depositary for such Global Security shall
      direct.

            (4) Every Security authenticated and delivered upon registration of
      transfer of, or in exchange for or in lieu of, a Global Security or any
      portion thereof, whether pursuant to this Section, Section 3.04, 3.06,
      9.06, or 11.07 or otherwise, shall be authenticated and delivered in the
      form of, and shall be, a Global Security, unless such Security is
      registered in the name of a Person other than the Depositary for such
      Global Security or a nominee thereof.

SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

      If (a) any mutilated Security is surrendered to the Trustee, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount, bearing a number not
contemporaneously Outstanding.

      In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.



                                       28

      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.

      Every new Security of any series 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 any such new Security shall be entitled to all benefits of this
Indenture equally and proportionately with any and all other Securities of that
issue.

      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.

SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

      Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, interest on any Security which 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 (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

      Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date 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 of such series (or their
      respective Predecessor 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 date of the proposed payment, 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 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 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 or her address as it appears


                                       29

      in the Security Register, 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 so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities (or
      their respective Predecessor 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.

      Subject to the foregoing provisions of this Section, 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 interest accrued
and unpaid, and to accrue, which were carried by such other Security.

      Subject to the provisions of Section 14.02, in the case of any Security
(or any part thereof) which is converted after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date (other than any Security the
principal of (or premium, if any, on) which shall become due and payable,
whether at Stated Maturity or by declaration of acceleration prior to such
Interest Payment Dated), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or any one or more
Predecessor Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence or in Section 14.02, in the case of any Security (or any part thereof)
which is converted, interest whose Stated Maturity is after the date of
conversion of such Security or such part thereof shall not be payable.

SECTION 3.08. 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 and (except as otherwise
specified as contemplated by Section 3.01 and subject to Section 3.05 and
Section 3.07) interest on such Security 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.

      No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary (or its nominee) shall have any rights under this
Indenture with respect to such Global Security or any Security represented
thereby, and such Depositary may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security or any
Security represented thereby for all purposes whatsoever. Notwithstanding the


                                       30

foregoing, with respect to any Global Security, 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 a
Depositary or impair, as between a Depositary and such holders of beneficial
interest, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominees) as Holder of any Security.

SECTION 3.09. CANCELLATION.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any sinking fund payment, shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and all Registered Securities so delivered shall be promptly canceled 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 (including Securities received by the Company
in exchange or payment for other Securities of the Company) and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered to the Trustee shall be
promptly canceled by the Trustee. The Company may not reissue, or issue new
Securities to replace, Securities it has paid for or delivered to the Trustee
for cancellation. No Securities shall be authenticated in lieu of or in exchange
for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with its customary practice unless
the Company directs by Company Order that the Trustee deliver canceled
Securities to the Company.

SECTION 3.10. COMPUTATION OF INTEREST.

      Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of any series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11. 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 in writing of any change in the "CUSIP" numbers.



                                       31

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

      This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:

            (1) either

                  (a) all Securities theretofore authenticated and delivered
      (other than (i) Securities which have been destroyed, lost or stolen and
      which have been replaced or paid as provided in Section 3.06 and (ii)
      Securities for whose payment money has theretofore been deposited in trust
      or segregated and held in trust by the Company and thereafter repaid to
      the Company or discharged from such trust, as provided in Section 10.03)
      have been delivered to the Trustee for cancellation; or

                  (b) all such Securities not theretofore delivered to the
      Trustee for cancellation

                        (i) have become due and payable, or

                        (ii) will become due and payable at their Stated
      Maturity within one year, or

                        (iii) are to be called for redemption within one year
      under arrangements satisfactory to the Trustee for the giving of notice of
      redemption by the Trustee in the name, and at the expense, of the Company,

      and the Company, in the case of (i), (ii) or (iii) above, has deposited or
      caused to be deposited with the Trustee, as trust funds in trust for the
      purpose, money in an amount sufficient to pay and discharge the entire
      indebtedness on such Securities not theretofore delivered to the Trustee
      for cancellation, for principal and any premium and interest to the date
      of such deposit (in the case of Securities which have become due and
      payable) or to the Stated Maturity or Redemption Date, as the case may be;

            (2) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to


                                       32

subclause (b) of Clause (1) of this Section, the obligations of the Trustee
under Section 4.02 and the last paragraph of Section 10.03 shall survive.

SECTION 4.02. APPLICATION OF TRUST MONEY.

      Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 5.01. EVENTS OF DEFAULT.

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

            (1) Default in the payment of any interest upon any Security of that
      series when it becomes due and payable, and continuance of such Default
      for a period of 30 days;

            (2) Default in the payment of principal of or any premium on any
      Security of that series at its Maturity;

            (3) Default in the deposit of any sinking fund payment, when and as
      due by the terms of a Security of that series, and continuance of such
      Default for a period of 30 days;

            (4) Default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture (other than a covenant or
      warranty a Default in whose performance or whose breach is elsewhere in
      this Section specifically dealt with or which has expressly been included
      in this Indenture solely for the benefit of Securities other than that
      series), and continuance of such Default or breach for a period of 90 days
      after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at least 25% in aggregate principal amount of the Outstanding Securities
      of that series a written notice specifying such Default or breach and
      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder;

            (5) the entry by a court having jurisdiction in the premises of a
      decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization, or other similar law,


                                       33

      or a decree or order approving as properly filed a petition seeking
      reorganization of the Company under any bankruptcy law, and such decree or
      order undischarged and unstayed for a period of 90 days, or a decree or
      order of a court for the appointment of a receiver or liquidator or
      trustee or assignee in bankruptcy or insolvency of the Company or of its
      property, or for the winding-up or liquidation of its affairs, and such
      decree or order undischarged and unstayed for a period of 90 days;

            (6) the commencement by the Company of a voluntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization, or other similar law or of any other case or proceeding to
      be adjudged a bankrupt or insolvent, or the consent by it to the filing of
      a bankruptcy proceeding against it, or the filing by it of a petition or
      answer or consent seeking reorganization under any bankruptcy law, or its
      consent to the filing of any such petition, or its consent to the
      appointment of a receiver or liquidator or trustee or assignee in
      bankruptcy or insolvency of it or of its property, or its assignment for
      the benefit of creditors, or its admission in writing of its inability to
      pay its debts generally as they become due; or

            (7) any other Event of Default provided with respect to Securities
      of that series.

SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

      If an Event of Default actually known to a Trust Officer with respect to
Securities of any series at the time Outstanding (other than an Event of Default
specified in Section 5.01(5) or (6)) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of that series by notice to the Company and
the Trustee, may declare the principal amount of (or, if any of the Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof)
all the Securities of that series to be immediately due and payable. Upon such a
declaration, such principal (or portion thereof) shall be due and payable
immediately. If an Event of Default specified in Section 5.01(5) or (6) occurs
and is continuing, the principal amount (or portion thereof) of all the
Securities of that series shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders.

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

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

                  (a) all overdue interest on all Securities of that series;



                                       34

                  (b) the principal of (and premium, if any, on) any Securities
      of that series which have become due otherwise than by such declaration of
      acceleration and any interest thereon at the rate or rates prescribed
      therefor in such Securities;

                  (c) to the extent that payment of such interest is lawful,
      interest upon overdue interest at the rate or rates prescribed therefor in
      such Securities; and

                  (d) all sums paid or advanced by the Trustee hereunder and the
      reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel; and

            (2) all Events of Default with respect to Securities of that series,
      other than the non-payment of the principal of Securities of that series
      which have become due solely by such declaration of acceleration, have
      been cured or waived as provided in Section 5.13.

      No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

      The Trustee shall have no obligations or liability for failure to act in
connection with any Event of Default not actually known to a Trust Officer.

SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

      The Company covenants that if:

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

            (2) Default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Maturity thereof,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses, disbursements and
advances of the Trustee, its agents and counsel.

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



                                       35

SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities, or the property of the Company or of such other obligor or their
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized 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 other 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 to 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 6.07.

      No provision of this Indenture 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; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 5.06. APPLICATION OF MONEY COLLECTED.

      Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

            First: To the payment of all amounts due the Trustee under Section
      6.07; and

            Second: To the payment of the amounts then due and unpaid for
      principal, of any premium and interest on the Securities in respect of
      which or for the benefit of which such money had been collected, ratably,
      without preference or priority of any kind,


                                       36

      according to the amounts due and payable on such Securities for principal,
      and any premium and interest, respectively.

SECTION 5.07. LIMITATION ON SUITS.

      No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

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

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

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

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

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

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

SECTION 5.08. RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.

      Notwithstanding any other provision of this Indenture, the right, which is
absolute and unconditional, of any Holder of any Security to receive payment of
the principal of and (subject to Section 3.07) interest on such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) held by such Holder, on or after the
respective due dates expressed in the Securities or any Redemption Date, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected adversely without the consent of each
such Holder.

SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES.

      If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or


                                       37

has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.06, no right or remedy herein conferred upon or reserved to the Trustee or the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.11. DELAY OR OMISSION NOT WAIVER.

      No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 5.12. CONTROL BY HOLDERS.

      The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

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

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

SECTION 5.13. WAIVER OF PAST DEFAULTS.

      The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of all series that would be affected by such a
default (voting as one class) may, on behalf of the Holders of all the
Securities of such series, waive any past Default hereunder with respect to such
series and its consequences, except a Default:

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



                                       38

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

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

SECTION 5.14. UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant (other than the Trustee) in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 5.14 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 5.07 or a suit by Holders of more than l0%
in aggregate principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder of any Security for the enforcement of the
payment of the principal of or interest on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

      The duties and responsibilities of the Trustee shall be as provided by
this Indenture and the Trust Indenture Act.

            (a) Except during the continuance of an Event of Default,

                  (1) the Trustee undertakes to perform such duties and only
      such duties as are specifically set forth in this Indenture, and no
      implied covenants or obligations shall be read into this Indenture against
      the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture; but
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture, but not to verify
      the contents thereof.

            (b) In case an Event of Default has occurred and is continuing, the
      Trustee shall exercise such of the rights and powers vested in it by this
      Indenture, and use the same degree of care and skill in their exercise, as
      a prudent man would exercise or use under the circumstances in the conduct
      of his own affairs.



                                       39

            (c) No provision of this Indenture shall be construed to relieve the
      Trustee from liability for its own negligent action, its own negligent
      failure to act, or its own willful misconduct, except that

                  (1) this paragraph (c) shall not be construed to limit the
      effect of paragraph (a) of this section;

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

                  (3) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or
      exercising any trust or power conferred upon the Trustee, under this
      Indenture; and

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

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

SECTION 6.02. NOTICE OF DEFAULTS.

      Within 90 days after the occurrence of any Default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such Default hereunder known to a Trust Officer of
the Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of (or premium, if any) or interest on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the Board of Directors, the executive committee or a trust committee of
directors and/or responsible officers or a Trust Officer of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case of
any Default of the character specified in Section 5.01(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE.

      Subject to the provisions of Section 6.01:



                                       40

            (1) the Trustee may conclusively rely and shall be fully 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;

            (2) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order or as
      otherwise expressly provided herein, and any resolution of the Board of
      Directors shall be sufficiently evidenced by a Board Resolution;

            (3) 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, rely upon an Officers' Certificate;

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

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

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

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

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

            (9) in no event shall the Trustee be responsible or liable to the
      Company for special, indirect, or consequential loss or damage of any kind
      whatsoever (including, but


                                       41

      not limited to, loss of profit) irrespective of whether the Trustee has
      been advised of the likelihood of such loss or damage and regardless of
      the form of action;

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

            (11) 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 each agent, custodian and other
      Person employed to act hereunder; and

            (12) 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 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 6.05. MAY HOLD SECURITIES.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.08 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 6.06. MONEY HELD IN TRUST.

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

SECTION 6.07. COMPENSATION AND REIMBURSEMENT.

      The Company shall:

            (1) pay to the Trustee from time to time reasonable compensation as
      the Company and the Trustee shall from time to time agree in writing for
      all services


                                       42

      rendered by it hereunder (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust);

            (2) except as otherwise expressly provided herein, 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
      and disbursements of its agents and counsel), except any such expense,
      disbursement or advance as may be attributable to its negligence or bad
      faith; and

            (3) indemnify each of the Trustee or any predecessor Trustee and
      their agents for, and to hold them harmless against, any and all loss,
      damage, claims, liability or expense, including taxes (other than taxes
      based upon, measured by or determined by the income of the Trustee),
      arising out of or in connection with the acceptance or administration of
      the trust or trusts hereunder, including the costs and expenses of
      defending itself against any claim (whether asserted by the Company, or
      any Holder or any other Person) or liability in connection with the
      exercise or performance of any of its powers or duties hereunder, or in
      connection with enforcing the provisions of this Section, except to the
      extent that such loss, damage, claim, liability or expense is due to its
      own negligence or bad faith.

      When the Trustee incurs expenses or renders services in connection with an
Event of Bankruptcy such expenses (including the fees and expenses of its
counsel) and the compensation for such services are intended to constitute
expenses of administration under any bankruptcy law or law relating to creditors
rights generally.

SECTION 6.08. CONFLICTING INTERESTS.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

      There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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 with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.



                                       43

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.

      The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation or after the removal of the Trustee pursuant to this
Section 6.10, the resigning or removed Trustee, as the case may be, may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

      The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of such series, delivered to the Trustee and to the
Company.

      If at any time:

            (1) the Trustee shall fail to comply with Section 6.08 after written
      request therefor by the Company or by any Holder who has been a bona fide
      Holder of a Security for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 6.09 and
      shall fail to resign after written request therefor by the Company or by
      any such Holder, or

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

then, in any such case, (a) the Company by a Company Order may remove the
Trustee with respect to all Securities, or (b) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

      If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Company Order, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series


                                       44

delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

      The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 1.07. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

      In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

      In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (a) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (b) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (c) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided


                                       45

therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

      If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

      At any time when any of the Securities remain Outstanding, the Trustee,
with the concurrence of the Company, may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue, and upon exchange, registration of transfer
or partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall


                                       46

be acceptable to the Company and shall at all times be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal, State or
District of Columbia authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at anytime an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.07 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

      The Company agrees to pay to each Authenticating Agent reasonable
compensation, as agreed upon from time to time by the Company and the
Authenticating Agent, for its services under this Section.

      If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:





                                       47

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

Dated:____________         [Name of Trustee],
                                             As Trustee

                           By:________________________________
                                       As Authenticating Agent

                           By:________________________________
                                       As Authorized Signatory


                                  ARTICLE SEVEN

             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

      If the Trustee is not acting as Security Registrar for the Securities of
any series, the Company will furnish or cause to be furnished to the Trustee:

            (1) semi-annually, not later than January 15 and July 15 in each
      year, a list, in such form as the Trustee may reasonably require, of the
      names and addresses of the Holders of Securities of each series as of the
      preceding January 1 or July 1, as the case may be, and

            (2) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Company of any such request, a
      list of similar form and content as of a date not more than 15 days prior
      to the time such list is furnished.

SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

      The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

      Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to the names and addresses of Holders made pursuant to the Trust
Indenture Act.


                                       48

SECTION 7.03. REPORTS BY TRUSTEE.

      The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the TIA, the Trustee shall, within sixty days
after each May 15 following the date of the initial issuance of Securities under
this Indenture deliver to Holders a brief report, dated as of such May 15, which
complies with the provisions of such Section 313(a).

      A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee in writing when any Securities are listed on
any stock exchange and any delisting thereof.

SECTION 7.04. REPORTS BY COMPANY.

      The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

      Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

      The Company shall not consolidate with or merge with or into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless:

            (1) either (a) the Company shall be the continuing corporation or
      (b) 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 the properties and assets of the Company
      substantially as an entirety (i) shall be a corporation, partnership or
      trust organized and validly existing under the laws of the United States
      or 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 reasonably satisfactory to the Trustee, all of the
      obligations of the Company under the Securities and this Indenture;


                                       49

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

            (3) if, as a result of any such consolidation or merger or such
      conveyance, transfer or lease, properties or assets of the Company or any
      Restricted Subsidiary would become subject to a lien which would not be
      permitted by this Indenture, the Company or such successor Person, as the
      case may be, shall take such steps as shall be necessary to secure the
      Securities equally and ratably with (or prior to) all indebtedness secured
      thereby; and

            (4) 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 and that all
      conditions precedent herein provided for relating to such transaction have
      been satisfied.

SECTION 8.02. SUCCESSOR SUBSTITUTED.

      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 of its properties and assets substantially as an entirety,
the Company shall be discharged from all obligations and covenants under this
Indenture and the Securities.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

      Without the consent of any Holders, the Company, when authorized by or
pursuant to a Company Order, and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:

            (1)   to evidence the succession of another Person to the
      Company and the assumption by any such successor of the covenants of
      the Company herein and in the Securities; or

            (2) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Securities (and if such covenants are to
      be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included solely for the benefit of such
      series) or to surrender any right or power herein conferred upon the
      Company; or

            (3) to add any additional Events of Default for the benefit of the
      Holders of all or any series of Securities (and if such additional Events
      of Default are to be for the



                                       50

      benefit of less than all series of Securities, stating that such
      additional Events of Default are expressly being included solely for the
      benefit of such series); or

            (4) to add to or change any of the provisions of this Indenture to
      such extent as shall be necessary to permit or facilitate the issuance of
      Securities in bearer form, registrable or not registrable as to principal,
      and with or without interest coupons, or to permit or facilitate the
      issuance of Securities in uncertificated form; or

            (5) to add to, change or eliminate any of the provisions of this
      Indenture in respect of one or more series of Securities, provided that
      any such addition, change or elimination (a) shall neither (i) apply to
      any Security of any series created prior to the execution of such
      supplemental indenture and entitled to the benefit of such provision nor
      (ii) modify the rights of the Holder of any such Security with respect to
      such provision or (b) shall become effective only when there is no such
      Security Outstanding; or

            (6)   to establish the form or terms of Securities of any
      series as permitted by Sections 2.01 and 3.01; or

            (7) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 6.11; or

            (8) to cure any ambiguity, to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture, provided that such action pursuant
      to this Clause (8) shall not adversely affect the interests of the Holders
      of Securities of any series in any material respect.

SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

            (1) change the Stated Maturity of the principal of, or any
      installment of principal of or interest on, any Security, or reduce the
      principal amount thereof or the rate of interest thereon or any premium
      payable upon the redemption thereof, or reduce the amount of the principal
      of an Original Issue Discount Security or any other Security which would
      be due and payable upon a declaration of acceleration of the Maturity
      thereof pursuant to Section 5.02, or change any Place of Payment where, or
      the coin or


                                       51

      currency in which, any Security or any premium or interest thereon is
      payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Stated Maturity thereof (or, in the case of
      redemption or repayment, on or after the Redemption Date or any repayment
      date); or

            (2) reduce the percentage in aggregate principal amount of the
      Outstanding Securities of any series, the consent of whose Holders is
      required for any such supplemental indenture, or the consent of whose
      Holders is required for any waiver (of compliance with certain provisions
      of this Indenture or certain Defaults hereunder and their consequences)
      provided for in this Indenture; or

            (3) modify any of the provisions of this Section, Section 5.13 or
      Section 10.09, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby; provided, however, that this clause shall not be deemed to
      require the consent of any Holder with respect to changes in the
      references to "the Trustee" and concomitant changes in this Section and
      Section 10.09, or the deletion of this proviso, in accordance with the
      requirements of Sections 6.11 and 9.01(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.


      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.04. 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.


                                       52

SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the TIA.

SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

      Securities of any series 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 of any series so modified as to conform, in the
opinion of the Trustee and the Company, 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 of such series.

                                   ARTICLE TEN
                                    COVENANTS

SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.


      The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture. In the absence of contrary provisions with
respect to the Securities of any series, interest on the Securities of any
series may, at the option of the Company, be paid by check mailed to the address
of the Person entitled thereto as it appears on the Security Register. An
installment of principal of or interest on the Securities shall be considered
paid on the date it is due if the Trustee or a Paying Agent (other than the
Company or an Affiliate of the Company) holds on that date funds designated for
and sufficient to pay such installment.

SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.


      As long as any of the Securities of a series remain Outstanding, the
Company will maintain in each Place of Payment for such series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency in respect of any
series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the address of the Trustee
set forth in Section 1.06, and the Company hereby appoints the Trustee as its
agent to receive all such notices and demands.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such



                                       53

designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
set forth above for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to 10:00 a.m., New York City time, on each due
date of the principal of or any premium or interest on any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held as provided by the TIA, and (unless such Paying Agent is the
Trustee) the company will promptly notify the Trustee in writing of its action
or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (a) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (b) during the
continuance of any Default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

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

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or


                                       54

such Paying Agent, before being required to make any such repayment, shall at
the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in each Place of Payment, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

SECTION 10.04. COMPLIANCE CERTIFICATE.

      The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, one of the signatures of which shall be that of the Company's
principal executive, financial or accounting officer, stating whether or not, to
the best 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 10.05. CORPORATE EXISTENCE.

      Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 10.06. PAYMENT OF TAXES AND OTHER CLAIMS.

      The Company will or will cause a Restricted Subsidiary to pay or discharge
or cause to be paid or discharged, before the same shall become delinquent, (a)
all taxes, assessments and governmental charges levied or imposed upon the
Company or any Restricted Subsidiary or upon the income, profits or property of
the Company or any Restricted Subsidiary, and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Restricted Subsidiary; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings or if
the Company shall determine that the failure to pay would not have a material
adverse effect on the Company and its subsidiaries taken as a whole.

SECTION 10.07. [RESERVED.]

SECTION 10.08. [RESERVED.]

SECTION 10.09. WAIVER OF COVENANTS.

      The Company may omit in any particular instance to comply with any
covenant, term or condition with respect to the Securities of any series if
before or after the time for such compliance the Holders of at least a majority
in aggregate principal amount of the Outstanding



                                       55

Securities of all series that would be affected by such a waiver (voting as one
class) shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 11.01. APPLICABILITY OF ARTICLE.

      Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for such Securities) in accordance
with this Article.

SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

      The election of the Company to redeem any Securities shall be evidenced by
a Company Order. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 45 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

      If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence. The selection, by the
Trustee, of the Securities to be redeemed shall be conclusive and binding and
the Trustee shall incur no liability in connection with such selection.


                                       56

      The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

      The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

      For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION 11.04. NOTICE OF REDEMPTION.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the Holder's address appearing in
the Security Register.

      All notices of redemption shall state:

            (1)   the Redemption Date,

            (2)   the Redemption Price,

            (3) if less than all the Outstanding Securities of any series
      consisting of more than a single Security are to be redeemed, the
      identification (and, in the case of partial redemption of any such
      Securities, the principal amounts) of the particular Securities to be
      redeemed and, if less than all the Outstanding Securities of any series
      consisting of a single Security are to be redeemed, the principal amount
      of the particular Security to be redeemed,

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and, if applicable,
      that interest thereon will cease to accrue on and after said date,

            (5)   the place or places where each such Security is to be
      surrendered for payment of the Redemption Price,

            (6)   that the redemption is for a sinking fund, if such is
      the case, and

            (7)   the CUSIP number of the Securities to be redeemed.

      Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.


                                       57

SECTION 11.05. DEPOSIT OF REDEMPTION PRICE.

      On or prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

SECTION 11.07. SECURITIES REDEEMED IN PART.

      Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (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 the 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 the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered; provided, however, that if a Global
Security is so surrendered, such new Security so issued shall be a new Global
Security in a denomination equal to the unredeemed portion of the principal of
the Global Security so surrendered.


                                       58

                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 12.01. APPLICABILITY OF ARTICLE.

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series, except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of the Securities of
such series.

SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

      The Company (a) may deliver Outstanding Securities of a series with the
same issue date, interest rate and Stated Maturity (other than any previously
called for redemption), and (b) may apply as a credit Securities of a series
with the same issue date, interest rate and Stated Maturity which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any mandatory sinking fund payment with respect to the
Securities of such series with the same issue date, interest rate and Stated
Maturity; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND.

      Not less than 35 days (or such shorter period as shall be acceptable to
the Trustee) prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.06 and 11.07.


                                       59

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.01. COMPANY'S RIGHT WITH RESPECT TO DEFEASANCE OR COVENANT
DEFEASANCE.

      The Company will have the right, at any time, to have Section 13.02 or
Section 13.03 applied to any Securities or any series of Securities, as the case
may be (other than Securities of a series designated pursuant to Section 3.01 as
not being defeasible pursuant to Section 13.02 or 13.03), upon compliance with
the conditions set forth below in this Article. Any such request shall be
evidenced by a Company Order or in another manner specified as contemplated by
Section 3.01 for such Securities.

SECTION 13.02. DEFEASANCE AND DISCHARGE.

      Upon the Company's exercise of its right to have this Section applied to
any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the conditions
set forth in Section 13.04 are satisfied (hereinafter called "Defeasance"). For
this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 13.04 and as more fully
set forth in such Section, (i) payments in respect of the principal of and any
premium and interest on the Outstanding Securities on the Stated Maturity of
such principal or installment of principal of and any premium or interest and
(ii) the benefit of any mandatory sinking fund payments applicable to the
Securities on the day on which such payments are due and payable in accordance
with the terms of this Indenture and the Securities, (b) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,
10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder, and (d) this Article. Subject to compliance with this
Article, the Company may exercise its option to have this Section applied to any
Securities notwithstanding the prior exercise of its option to have Section
13.03 applied to such securities.

SECTION 13.03. COVENANT DEFEASANCE.

      Upon the Company's exercise of its right to have this Section applied to
any Securities or any series of Securities, as the case may be, (a) the Company
shall be released from its obligations under Section 8.01(3), Section 10.06, and
any covenants provided pursuant to Section 3.01(21), 9.01(2) or 9.01(7) for the
benefit of the Holders of such Securities and (b) the occurrence of any event
specified in Sections 5.01(4) (with respect to any of Section 8.01(3), Section
10.06, and any such covenants provided pursuant to Section 3.01(21), 9.01(2) or
9.01(7)), 5.01(5) and 5.01(6) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 13.04 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the


                                       60

Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section (to the
extent so specified in the case of Section 5.01(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

SECTION 13.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

      The following shall be the conditions to the application of Section 13.02
or Section 13.03 to any Securities or any series of Securities, as the case may
be:

            (1) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee which satisfied the
      requirements contemplated by Section 6.09 and agrees to comply with the
      provisions of this Article applicable to it) as trust funds in trust for
      the purpose of making the following payments, specifically pledged as
      security for, and dedicated solely to, the benefits of the Holders of such
      Securities, (a) money in an amount, or (b) U.S. Government Obligations
      which through the scheduled payment of principal and interest in respect
      thereof in accordance with their terms will provide, not later than one
      day before the due date of any payment, money in an amount, or (c) a
      combination thereof, in each case sufficient, in the opinion of a
      nationally recognized firm of independent public accountants expressed in
      a written certification thereof delivered to the Trustee, to pay and
      discharge, and which shall be applied by the Trustee (or any such other
      qualifying trustee) to pay and discharge, the principal of and any premium
      and interest on such Securities on the respective Stated Maturities, in
      accordance with the terms of this Indenture and such Securities. As used
      herein, "U.S. Government Obligation" means (x) any security which is (i) a
      direct obligation of the United States of America for the payment of which
      the full faith and credit of the United States of America is pledged or
      (ii) an obligation of a Person controlled or supervised by and acting as
      an agency or instrumentality of the United States of America the payment
      of which is unconditionally guaranteed as a full faith and credit
      obligation by the United States of America, which, in either case (i) or
      (ii), is not callable or redeemable at the option of the issuer thereof,
      and (y) any depositary receipt issued by a bank (as defined in Section
      3(a)(2) of the Securities Act) as custodian with respect to any U.S.
      Government Obligation which is specified in Clause (x) above and held by
      such bank for the account of the holder of such depositary receipt, or
      with respect to any specific payment of principal of or interest on any
      U.S. Government Obligation which is so specified and held, provided that
      (except as required by law) such custodian is not authorized to make any
      deduction from the amount payable to the holder of such depositary receipt
      from any amount received by the custodian in respect of the U.S.
      Government Obligation or the specific payment of principal or interest
      evidenced by such depositary receipt.

            (2) In the event of an election to have Section 13.02 apply to any
      Securities or any series of Securities, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel stating that (a)
      the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling or (b) since the date of this


                                       61

      instrument, there has been a change in the applicable Federal income tax
      law, in either case (a) or (b) to the effect that, and based thereon such
      opinion shall confirm that, the Holders of such Securities will not
      recognize gain or loss for Federal income tax purposes as a result of the
      deposit, Defeasance and discharge to be effected with respect to such
      Securities and will be subject to Federal income tax on the same amount in
      the same manner and at the same times as would be the case if such
      deposit, Defeasance and discharge were not to occur.

            (3) In the event of an election to have Section 13.03 apply to any
      Securities or any series of Securities, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the Holders of such Securities will not recognize gain or loss for
      Federal income tax purposes as a result of the deposit and Covenant
      Defeasance to be effected with respect to such Securities and will be
      subject to Federal income tax on the same amount, in the same manner and
      at the same times as would be the case if such deposit and Covenant
      Defeasance were not to occur.

            (4) Such provision would not cause any Outstanding Securities if
      then listed on any securities exchange, to be delisted as a result of such
      deposit.

            (5) No event which is, or after notice or lapse of time or both
      would become, an Event of Default with respect to such Securities or any
      other Securities shall have occurred and be continuing at the time of such
      deposit or, with regard to any such event specified in Sections 5.01(5)
      and (6), at any time on or prior to the 90th day after the date of such
      deposit (it being understood that this condition shall not be deemed
      satisfied until after such 90th day).

            (6) Such Defeasance or Covenant Defeasance shall not cause the
      Trustee to have a conflicting interest within the meaning of the Trust
      Indenture Act (assuming all Securities are in default within the meaning
      of such Act).

            (7) Such Defeasance or Covenant Defeasance shall not result in a
      breach or violation of, or constitute a Default under, any other agreement
      or instrument to which the Company is a party or by which it is bound.

            (8) Such Defeasance or Covenant Defeasance shall not result in the
      trust arising from such deposit constituting an investment company within
      the meaning of the Investment Company Act unless such trust shall be
      registered under such Act or exempt from registration thereunder.

            (9) The Company shall have delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent with respect to such Defeasance or Covenant Defeasance have been
      complied with.

SECTION 13.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; MISCELLANEOUS PROVISIONS.

      Subject to the provisions of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other


                                       62

qualifying trustee (solely for purposes of this Section and Section 13.06, the
Trustee and any such other trustee are referred to collectively as the
"Trustee") pursuant to Section 13.04 in respect of any Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 13.04
with respect to any Securities which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.

SECTION 13.06. REINSTATEMENT.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

                                ARTICLE FOURTEEN
                            CONVERSION OF SECURITIES

SECTION 14.01. APPLICABILITY OF ARTICLE.

      Except as otherwise provided in one or more supplemental indentures
applicable to a particular series of Securities which are convertible into
shares of Common Stock of the Company, the provisions of this Article shall be
applicable to the Securities of any series which are convertible into shares of
Common Stock of the Company, and the issuance of such shares of Common Stock
upon the conversion of such Securities, except as otherwise specified as
contemplated by Section 3.01 for the Securities of such series.


                                       63

SECTION 14.02. EXERCISE OF CONVERSION PRIVILEGE.

      In order to exercise a conversion privilege, the Holder of a Security of a
series with such a privilege shall surrender such Security to the Company at the
office or agency maintained for that purpose pursuant to Section 10.02,
accompanied by a duly executed conversion notice to the Company substantially in
the form set forth in Section 2.06 stating that the Holder elects to convert
such Security or a specified portion thereof. Such notice shall also state, if
different from the name and address of such Holder, the name or names (with
address) in which the certificate or certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee)
be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Company and the Trustee duly executed by the registered
Holder or its attorney duly authorized in writing; and Securities so surrendered
for conversion (in whole or in part) during the period from the close of
business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption during such period) shall also be accompanied by payment
in funds acceptable to the Company of any amount equal to the interest payable
on such Interest Payment Date on the principal amount of such Security then
being converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
Section 3.07 relating to the payment of Defaulted Interest by the Company. As
promptly as practicable after the receipt of such notice and of any payment
required pursuant to a Board Resolution and, subject to Section 3.03, set forth,
or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto setting forth the
terms of such series of Security, and the surrender of such Security in
accordance with such reasonable regulations as the Company may prescribe, the
Company shall issue and shall deliver, at the office or agency at which such
Security is surrendered, to such holder or on its written order, a certificate
or certificates for the number of full shares of Common Stock issuable upon the
conversion of such Security (or specified portion thereof), in accordance with
the provisions of such Board Resolution, Officers' Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such Common Stock otherwise issuable upon such conversion.

      Such conversion shall be deemed to have been effected immediately prior to
the close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion by the Company
and such Security shall have been surrendered as aforesaid (unless such Holder
shall have so surrendered such Security and shall have instructed the Company to
effect the conversion on a particular date following such surrender and such
Holder shall be entitled to convert such Security on such date, in which case
such conversion shall be deemed to be effected immediately prior to the close of
business on such date) and at such time the rights of the Holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock of the
Company shall be issuable upon such conversion shall be deemed to have become
the Holder or Holders of record of the shares represented thereby. Except as set
forth above and subject to the final paragraph of Section 3.07, no payment or
adjustment shall be made upon any conversion on account of any interest accrued
on the Securities (or any part thereof) surrendered for conversion or on account
of any dividends on the Common Stock of the Company issued upon such conversion.


                                       64

      In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the Holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unconverted portion of such Security.

SECTION 14.03. NO FRACTIONAL SHARES.

      No fractional share of Common Stock of the Company shall be issued upon
conversions of Securities of any series. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions thereof
to the extent permitted hereby) so surrendered. If, except for the provisions of
this Section 14.03, any Holder of a Security or Securities would be entitled to
a fractional share of Common Stock of the Company upon the conversion of such
Security or Securities, or specified portion thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Common Stock is listed or admitted to
unlisted trading privileges on a national securities exchange on the last
trading day prior to the date of conversion upon which such a sale shall have
been effected, or (ii) if such Common Stock is not at the time so listed or
admitted to unlisted trading privileges on a national securities exchange, on
the basis of the average of the bid and asked prices of such Common Stock in the
over-the-counter market, on the last trading day prior to the date of
conversion, as reported by the National Quotation Bureau, Incorporated or
similar organization if the National Quotation Bureau, Incorporated is no longer
reporting such information, or if not so available, the fair market price as
determined by the Board of Directors. For purposes of this Section, "trading
day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than
any day on which the Common Stock is not traded on the New York Stock Exchange,
or if the Common Stock is not traded on the new York Stock Exchange, on the
principal exchange or market on which the Common Stock is traded or quoted.

SECTION 14.04. ADJUSTMENT OF CONVERSION PRICE.

      The conversion price of Securities of any series that is convertible into
Common Stock of the Company shall be adjusted for any stock dividends, stock
splits, reclassifications, combinations or similar transactions in accordance
with the terms of the supplemental indenture or Board Resolution setting forth
the terms of the Securities of such series.

      Whenever the conversion price is adjusted, the Company shall compute the
adjusted conversion price in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers' Certificate
setting forth the adjusted conversion price and showing in reasonable detail the
facts upon which such adjustment is based, and such certificate shall forthwith
be filed at each office or agency maintained for the purpose of conversion of
Securities pursuant to Section 10.02 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted conversion
price to be mailed, first class postage prepaid, to each Holder of Securities of
such series at its address appearing on the Security Register and to any
conversion agent other than the Trustee.


                                       65

SECTION 14.05. NOTICE OF CERTAIN CORPORATE ACTIONS.

      In case:

            (1) the Company shall declare a dividend (or any other distribution)
      on its Common Stock payable otherwise than in cash out of its retained
      earnings (other than a dividend for which approval of any shareholders of
      the Company is required); or

            (2) the Company shall authorize the granting to the holders of its
      Common Stock of rights, options or warrants to subscribe for or purchase
      any shares of capital stock of any class or of any other rights (other
      than any such grant for which approval of any shareholders of the Company
      is required); or

            (3) of any reclassification of the Common Stock of the Company
      (other than a subdivision or combination of its outstanding shares of
      Common Stock, or of any consolidation, merger or share exchange to which
      the Company is a party and for which approval of any shareholders of the
      Company is required), or of the sale of all or substantially all of the
      assets of the Company; or

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

then the Company shall cause to be filed with the Trustee, and shall cause to be
mailed to all Holders at their last addresses as they shall appear in the
Security Register, at least 20 days (or 10 days in any case specified in Clause
(1) or (2) above) prior to the applicable record date hereinafter specified, a
notice stating (i) the date on which a record is to be taken for the purpose of
such dividend, distribution, rights, options or warrants, or, if a record is not
to be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution, rights, options or warrants are to be
determined, or (ii) the date on which such reclassification, consolidation,
merger, share exchange, sale, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up. If at any time the Trustee shall not be the
conversion agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.

SECTION 14.06. RESERVATION OF SHARES OF COMMON STOCK.

      The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock of the Company then issuable upon the conversion of all Outstanding
Securities of any series that has conversion rights.

SECTION 14.07. PAYMENT OF CERTAIN TAXES UPON CONVERSION.

      The Company will pay any and all taxes that may be payable in respect of
the issue or delivery of shares of its Common Stock on conversion of Securities
pursuant hereto. The


                                       66

Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of shares of its
Common Stock in a name other than that of the Holder of the Security or
Securities to be converted, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Company the amount of
any such tax, or has established, to the satisfaction of the Company, that such
tax has been paid.

SECTION 14.08. NONASSESSABILITY.

      The Company covenants that all shares of its Common Stock which may be
issued upon conversion of Securities will upon issue in accordance with the
terms hereof be duly and validly issued and full paid and nonassessable.

SECTION 14.09. EFFECT OF CONSOLIDATION OR MERGER ON CONVERSION PRIVILEGE.

      In case of any consolidation of the Company with, or merger of the Company
into or with any other Person, or in case of any sale of all or substantially
all of the assets of the Company, the Company or the Person formed by such
consolidation or the Person into which the Company shall have been merged or the
Person which shall have acquired such assets, as the case may be, shall execute
and deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then Outstanding of any series that is convertible into Common
Stock of the Company shall have the right, which right shall be the exclusive
conversion right thereafter available to said Holder (until the expiration of
the conversion right of such Security), to convert such Security into the kind
and amount of shares of stock or other securities or property (including cash)
receivable upon such consolidation, merger or sale by a holder of the number of
shares of Common Stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger or sale, subject to
compliance with the other provisions of this Indenture, such Security and such
supplemental indenture. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in such Security. The above provisions of this Section
shall similarly apply to successive consolidations, mergers or sales. It is
expressly agreed and understood that anything in this Indenture to the contrary
notwithstanding, if, pursuant to such merger, consolidation or sale, holders of
outstanding shares of Common Stock of the Company do not receive shares of
common stock of the surviving corporation but receive other securities, cash or
other property or any combination thereof, Holders of Securities shall not have
the right to thereafter convert their Securities into common stock of the
surviving corporation or the corporation which shall have acquired such assets,
but rather, shall have the right upon such conversion to receive the other
securities, cash or other property receivable by a holder of the number of
shares of Common Stock of the Company into which the Securities held by such
holder might have been converted immediately prior to such consolidation, merger
or sale, all as more fully provided in the first sentence of this Section 14.09.
Anything in this Section 14.09 to the contrary notwithstanding, the provisions
of this Section 14.09 shall not apply to a merger or consolidation of another
corporation with or into the Company pursuant to which both of the following
conditions are applicable: (i) the Company is the surviving corporation and (ii)
the outstanding shares of Common Stock of the Company are not changed or
converted into any other securities or property (including cash) or changed in
number or character or reclassified pursuant to the terms of such merger or
consolidation.


                                       67

      As evidence of the kind and amount of shares of stock or other securities
or property (including cash) into which Securities may properly be convertible
after any such consolidation, merger or sale, or as to the appropriate
adjustments of the conversion prices applicable with respect thereto, the
Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely thereon, and shall not be responsible or accountable to any Holder of
Securities for any provision in conformity therewith or approved by such
independent certified accountant which may be contained in said supplemental
indenture.

SECTION 14.10. DUTIES OF TRUSTEE REGARDING CONVERSION.

      Neither the Trustee nor any conversion agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that is
convertible into Common Stock of the Company to determine whether any facts
exist which may require any adjustment of the conversion price, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, whether herein or in any supplemental indenture, any
resolutions of the Board of Directors or written instrument executed by one or
more officers of the Company provided to be employed in making the same. Neither
the Trustee nor any conversion agent shall be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock of the
Company, or of any securities or property, which may at any time be issued or
delivered upon the conversion of any Securities and neither the Trustee nor any
conversion agent makes any representation with respect thereto. Subject to the
provisions of Section 6.01, neither the Trustee nor any conversion agent shall
be responsible for any failure of the Company to issue, transfer or deliver any
shares of its Common Stock or stock certificates or other securities or property
upon the surrender of any Security for the purpose of conversion or to comply
with any of the covenants of the company contained in this Article Fourteen or
in the applicable supplemental indenture, resolutions of the Board of Directors
or written instrument executed by one or more duly authorized officers of the
Company.

SECTION 14.11. REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.

      Any funds which at any time shall have been deposited by the Company or on
its behalf with the Trustee or any other payment agent for the purpose of paying
the principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for the sinking fund referred to in
Article Twelve hereof) and which shall not be required for such purposes because
of the conversion of such Securities as provided in this Article Fourteen shall
after such conversion be repaid to the Company by the Trustee upon the Company's
written request.

            [The remainder of this page has been intentionally left blank;
      signature page follows.]



                                       68

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Indenture as of the day and year first above written.

                                    FLUOR CORPORATION,
                                      a Delaware corporation

                                    By:    /s/ J. M. Oliva
                                          ------------------------------------

                                    Name:  J. M. Oliva
                                          ------------------------------------

                                    Title: Vice President & Treasurer
                                          ------------------------------------


                                    THE BANK OF NEW YORK,
                                      as Trustee

                                    By:    /s/ Stacey B. Poindexter
                                          ------------------------------------

                                    Name:  Stacey B. Poindexter
                                          ------------------------------------

                                    Title: Assistant Treasurer
                                          ------------------------------------



                                       69

EX-4.2

                                                                     EXHIBIT 4.2



- --------------------------------------------------------------------------------


                                FLUOR CORPORATION

                                       AND

                              THE BANK OF NEW YORK,

                                   AS TRUSTEE

                                ---------------

                          FIRST SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 17, 2004

                                       TO

                                    INDENTURE

                          DATED AS OF FEBRUARY 17, 2004

                                ---------------

                                  $300,000,000

                     1.50% CONVERTIBLE SENIOR NOTES DUE 2024


- --------------------------------------------------------------------------------

                                TABLE OF CONTENTS



                                                                                              Page
                                                                                              ----
                                                                                        
                                    ARTICLE 1
                                   Definitions

Section 1.01.  Relation to Base Indenture.......................................................1
Section 1.02.  Definition of Terms..............................................................2
Section 1.03.  Other Definitions................................................................5

                                    ARTICLE 2
                General Terms And Conditions Of The Senior Notes

Section 2.01.  Designation and Principal Amount.................................................6
Section 2.02.  Payment of Principal and Interest................................................7
Section 2.03.  Denominations....................................................................7
Section 2.04.  Global Senior Notes..............................................................7
Section 2.05.  No Defeasance....................................................................8
Section 2.06.  No Sinking Fund..................................................................8
Section 2.07 . Register of Senior Notes; Paying Agent; Conversion Agent.........................8
Section 2.08.  Place of Payment.................................................................8
Section 2.09.  Satisfaction and Discharge.......................................................9

                                    ARTICLE 3
                            Redemption And Purchases

Section 3.01.  Company's Right to Redeem; Notices to Trustee....................................9
Section 3.02.  Selection of Senior Notes to be Redeemed.........................................9
Section 3.03.  Notice of Redemption............................................................10
Section 3.04.  Effect of Notice of Redemption..................................................11
Section 3.05.  Deposit of Redemption Price and Senior Notes Redeemed in Part...................11
Section 3.06.  Purchase of Senior Notes by the Company at Option of the Holder.................11
Section 3.07.  Purchase of Senior Notes at Option of the Holder Upon Fundamental Change........14
Section 3.08.  Company's Right to Elect Manner of Payment of Purchase Price....................18
Section 3.09.  Covenants of the Company........................................................23
Section 3.10.  Taxes...........................................................................23
Section 3.11.  Effect of Purchase Notice or Fundamental Change Purchase Notice.................23
Section 3.12.  Deposit of Purchase Price or Fundamental Change Purchase Price..................25



                                       i

                                                                                         
Section 3.13.  Senior Notes Purchased in Part..................................................26
Section 3.14.  Covenant to Comply with Securities Laws upon Purchase of Senior Notes...........26
Section 3.15.  Repayment to the Company........................................................26

                                    ARTICLE 4
                                Events Of Default

Section 4.01.  Events of Default...............................................................27
Section 4.02.  Acceleration....................................................................29

                                    ARTICLE 5
                                   Conversion

Section 5.01.  Right to Convert................................................................30
Section 5.02.  Conversion Procedures...........................................................31
Section 5.03.  Payment of Cash in Lieu of Common Stock.........................................33
Section 5.04.  Fractional Shares...............................................................35
Section 5.05.  Taxes on Conversion.............................................................36
Section 5.06.  Reservation of Shares, Shares to be Fully Paid; Compliance with Governmental
               Requirements; Listing of Common Stock...........................................36
Section 5.07.  Adjustment of Conversion Rate...................................................37
Section 5.08 . When No Adjustment Required.....................................................46
Section 5.09.  Notice of Certain Transactions..................................................47
Section 5.10.  Effect of Reclassification, Consolidation, Merger or Sale on Conversion
               Privilege ......................................................................47
Section 5.11.  Trustee's Disclaimer............................................................48
Section 5.12.  Rights Issued in Respect of Common Stock Issued upon Conversion.................49
Section 5.13.  Company Determination Final.....................................................49
Section 5.14.  Conversion Provisions in Base Indenture.........................................49


                                    ARTICLE 6
                                   Amendments

Section 6.01.  Without Consent of Holders......................................................50
Section 6.02.  With Consent of Holders.........................................................50
Section 6.03.  Execution and Effect of Amendments..............................................52

                                    ARTICLE 7
                                  Miscellaneous

Section 7.01.  Ratification of Indenture.......................................................53
Section 7.02.  Trustee Not Responsible for Recitals............................................53




                                       ii

                                                                                        
Section 7.03.  New York Law to Govern..........................................................53
Section 7.04.  Separability....................................................................53
Section 7.05.  Counterparts....................................................................53



                                                                                           
EXHIBIT A         -     Form of Global Senior Note                                            A-1
EXHIBIT B         -     Form of Certified Senior Note                                         B-1




                                      iii

      THIS FIRST SUPPLEMENTAL INDENTURE (the "SUPPLEMENTAL INDENTURE"), dated as
of February 17, 2004 is between Fluor Corporation, a Delaware corporation (the
"COMPANY"), and The Bank of New York, as Trustee (the "TRUSTEE").

                                 R E C I T A L S

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture dated as of February 17, 2004 (the "BASE INDENTURE" and together
with the Supplemental Indenture, the "INDENTURE"), providing for the issuance
from time to time of series of the Company's Securities (as defined in the Base
Indenture);

      WHEREAS, Section 9.01 of the Base Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Base Indenture to
establish the form or terms of Securities of any series as permitted by Sections
2.01 and 3.01 of the Base Indenture;

      WHEREAS, pursuant to Section 3.01 of the Base Indenture, the Company
wishes to provide for the issuance of a new series of Securities to be known as
its 1.50% Convertible Senior Notes due 2024 (the "SENIOR NOTES"), the form and
terms of such Senior Notes and the terms, provisions and conditions thereof to
be set forth as provided in this Supplemental Indenture; and

      WHEREAS, the Company has requested that the Trustee to join with it in the
execution and delivery of this Supplemental Indenture and all requirements
necessary to make this Supplemental Indenture a valid, binding and enforceable
instrument in accordance with its terms, and to make the Senior Notes, when
executed by the Company and authenticated and delivered by the Trustee, the
valid, binding and enforceable obligations of the Company.

      NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE 1
                                   Definitions

      Section 1.01 . Relation to Base Indenture. This Supplemental Indenture
constitutes an integral part of the Base Indenture. The changes, modifications
and supplements to the Base Indenture affected by this Supplemental Indenture
shall be applicable only with respect to, and shall govern only the terms of,
the Senior Notes and shall not apply to any other Securities that may be issued
under the


                                       1

Base Indenture unless a supplemental indenture with respect to such other
Securities specifically incorporates such changes, modifications and
supplements. All Senior Notes issued under this Supplemental Indenture shall
vote and consent together on all matters as one class and no Senior Notes will
have the right to vote or consent as a separate class on any matter.

      Section 1.02. Definition of Terms. For all purposes of this Supplemental
Indenture:

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

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

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

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

      (e) the following terms have the meanings given to them in this Article 1:

      "CALCULATION AGENT" means the Trustee or such other office or any agency
designated by the Company as calculation agent.

      "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 SENIOR NOTES" means Senior Notes that are in the form of the
Senior Notes attached hereto as Exhibit B.

      "CLOSING PRICE" means on any date the closing sale price per share of the
Common Stock (or, if no closing sale price is reported, the average of the bid
and asked prices or, if there is more than one bid or ask price, the average of
the average bid and the average asked prices) on that date as reported in
composite transactions for the principal U.S. securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a U.S. national
or regional securities exchange, as reported by the Nasdaq National Market. The
Closing Price will be determined without reference to after hours or extended
market trading. If the Common Stock is not listed for trading on a U.S. national
or regional securities exchange and not reported by the Nasdaq National Market
on the relevant date, the Closing Price will be the last quoted bid for the
Common Stock in the over-the-counter market on the relevant date as reported by
the National Quotation Bureau or similar organization. If the Common Stock is
not


                                       2

so quoted, the Closing Price will be the average of the midpoint of the last bid
and asked prices for the Common Stock on the relevant date from each of at least
three nationally recognized independent investment banking firms selected by the
Company for this purpose.

      "COMMON STOCK" means the common stock, $0.01 par value per share, of the
Company existing on the date of the Indenture or any other shares of Capital
Stock of the Company into which such Common Stock shall be reclassified or
changed.

      "CONVERSION AGENT" means the Trustee or such other office or any agency
designated by the Company where Senior Notes may be presented for conversion.

      "CONVERSION PRICE" as of any date means $1,000 divided by the Conversion
Rate in effect on such date.

      "CONVERSION RATE" means 17.8750 shares of Common Stock per $1,000
principal amount of the Senior Notes, subject to adjustment pursuant to Section
5.07.

      "CONVERSION SETTLEMENT DATE" means (i) if the Company elects to satisfy
its entire conversion obligation in shares of Common Stock, the third Business
Day following the Conversion Date or (ii) if the Company elects to pay cash in
lieu of Common Stock pursuant to Section 5.03, the third Business Day following
the final day of the Cash Settlement Averaging Period.

      "CUSTODIAN" means The Bank of New York, as custodian with respect to the
Senior Notes in global form, or any successor entity thereto.

      "DEFAULTED INTEREST" shall have the meaning set forth in Section 3.07 of
the Base Indenture.

      "DESIGNATED SUBSIDIARY" means any existing or future, direct or indirect,
Subsidiary of the Company whose assets constitute 15% or more of the total
assets of the Company on a consolidated basis.

      "EX-DIVIDEND DATE" means the first date upon which a sale of the Common
Stock, carried out in the regular way on the relevant exchange or in the
relevant market for the Common Stock, does not automatically transfer the right
to receive the relevant dividend or distribution from the seller of the Common
Stock to its buyer.

      "GLOBAL SENIOR NOTES" means Senior Notes that are substantially in the
form of the Senior Notes attached hereto as Exhibit A, and that are registered
in the register of Senior Notes in the name of the Depositary or a nominee
thereof.


                                       3

      "INTEREST" means interest payable on each Senior Note pursuant to Section
1 of the Senior Notes.

      "INTEREST PAYMENT DATE" means February 15 and August 15 of each year,
commencing August 15, 2004.

      "ISSUE DATE" of any Senior Notes means the date on which the Senior Notes
were originally issued or deemed issued as set forth on the face of the Senior
Notes.

      "MARKET PRICE" means, with respect to shares of Common Stock, the average
of the Closing Prices of a share of Common Stock for the 10-Trading Days
immediately preceding and including the third Business Day prior to the
applicable Purchase Date (if the third Business Day prior to the applicable
Purchase Date is a Trading Day, or if not, then on the last Trading Day prior to
the third Business Day), appropriately adjusted to take into account the
occurrence, during the period commencing on the first of the Trading Days during
the 10-Trading Day period and ending on the Purchase Date of any event described
in Sections 5.07 and 5.10.

      "NEW YORK STOCK EXCHANGE" means the New York Stock Exchange, Inc.

      "PAYING AGENT" means the trustee or such other office or any agency
designated by the Company where Senior Notes may be presented for payment.

      "PREDECESSOR SENIOR NOTE" of any particular Senior Note means every
previous Senior Note evidencing all or a portion of the same debt as that
evidenced by such particular Senior Note; and, for the purposes of this
definition, any Senior Note authenticated and delivered under Section 3.06 of
the Base Indenture in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Senior Note shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Senior Note.

      "RECORD DATE" means February 1 and August 1 of each year.

      "REDEMPTION DATE" means the date specified in a notice of redemption on
which the Senior Notes may be redeemed in accordance with the terms of the
Senior Notes and the Indenture.

      "SENIOR NOTES" means any of the Company's 1.50% Convertible Senior Notes
due 2024, issued under the Indenture.

      "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Securities of any issue means a date fixed by the Trustee pursuant to Section
3.07 of the Base Indenture.


                                       4

      "STATED MATURITY", when used with respect to any Senior Note, means
February 15, 2024.

      "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 Exchange, on the principal other U.S. national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a U.S. national or regional securities exchange, on the
Nasdaq National Market or, if the Common Stock is not reported by the Nasdaq
National Market, on the principal other market on which the Common Stock is then
traded.

      "TRUST OFFICER" means any officer within the corporate trust department of
the Trustee including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer's
knowledge and familiarity with the particular subject.

      "UNDERWRITERS" means the underwriters set forth on Schedule I of the
Underwriting Agreement.

      "UNDERWRITING AGREEMENT" means the Underwriting Agreement dated as of
February 10, 2004 among the Company and Banc of America Securities LLC and
Citigroup Global Market Inc., as representatives of the Underwriters.

      Section 1.03. Other Definitions.



                                  TERMS:                                       DEFINED IN SECTION:
                                  ------                                       -------------------
                                                                            
"ADJUSTMENT EVENT"                                                                 5.07(l)
"BENEFICIAL OWNER"                                                                 3.07(a)
"CASH"                                                                             3.01
"CASH AMOUNT"                                                                      5.03(a)
"CASH SETTLEMENT NOTICE PERIOD"                                                    5.03(a)
"CASH SETTLEMENT AVERAGING PERIOD"                                                 5.03(a)
"COMPANY NOTICE"                                                                   3.08(d)
"COMPANY NOTICE DATE"                                                              3.08(b)
"CONTINUING DIRECTOR"                                                              3.07(a)
"CONVERSION DATE"                                                                  5.02
"CONVERSION OBLIGATION"                                                            5.01(a)
"CONVERSION RETRACTION PERIOD"                                                     5.03(a)
"CONVERSION SETTLEMENT DISTRIBUTION"                                               5.03(a)
"CURRENT MARKET PRICE"                                                             5.07(h)



                                       5



                                  TERMS:                                       DEFINED IN SECTION:
                                  ------                                       -------------------
                                                                            
"DETERMINATION DATE"                                                               5.07(l)
"DIVIDEND THRESHOLD AMOUNT"                                                        5.07(e)
"DISTRIBUTED ASSETS OR SECURITIES"                                                 5.07(d)
"DTC"                                                                              2.04
"ELECTION AMOUNT"                                                                  5.03(c)
"ELECTION DATE"                                                                    5.03(c)
"EVENT OF DEFAULT"                                                                 4.01
"EX-DIVIDEND TIME"                                                                 5.07(d)
"EXPIRATION TIME"                                                                  5.07(f)
"FAIR MARKET VALUE"                                                                5.07(h)
"FINAL NOTICE DATE"                                                                5.03(a)
"FIRST PURCHASE DATE"                                                              3.06
"FUNDAMENTAL CHANGE"                                                               3.07(a)
"FUNDAMENTAL CHANGE PURCHASE DATE"                                                 3.07(a)
"FUNDAMENTAL CHANGE PURCHASE NOTICE"                                               3.07(c)
"FUNDAMENTAL CHANGE PURCHASE PRICE"                                                3.07(a)
"ISSUER TENDER OFFER"                                                              3.14
"NON-ELECTING SHARE"                                                               5.10
"NOTICE OF CONVERSION"                                                             5.02
"NOTICE OF DEFAULT"                                                                4.01
"PURCHASE DATE"                                                                    3.06
"PURCHASE NOTICE"                                                                  3.06
"PURCHASE PRICE"                                                                   3.06
"PURCHASED SHARES"                                                                 5.07(f)
"REDEMPTION PRICE"                                                                 3.01
"REGULAR RECORD DATE"                                                              5.07(h)
"RIGHTS"                                                                           5.12
"RIGHTS AGREEMENT"                                                                 5.12
"SUBSEQUENT PURCHASE DATE"                                                         3.06
"TRIGGER EVENT"                                                                    5.07(d)


                                    ARTICLE 2
                General Terms And Conditions Of The Senior Notes

      Section 2.01. Designation and Principal Amount. There is hereby authorized
and established a series of Securities designated as 1.50% Convertible Senior
Notes due 2024 in aggregate principal amount of $300,000,000 (up to $330,000,000
in the event the Underwriters exercise the over-allotment option in full to
purchase additional Senior Notes granted to them in the Underwriting Agreement).
The Senior Notes may be issued from time to time upon written


                                       6

order of the Company for the authentication and delivery of Senior Notes
pursuant to Section 3.03 of the Base Indenture.

      Section 2.02. Payment of Principal and Interest. (a) The principal of each
Senior Note shall be due at the Stated Maturity of such Senior Note (unless
earlier converted, redeemed or purchased by the Company). The unpaid principal
amount of the Senior Notes shall bear Interest at the rate of 1.50% per annum,
until paid or duly provided for, and such Interest shall accrue from February
17, 2004 or from the most recent Interest Payment Date to which Interest has
been paid or duly provided for. Except as provided herein, Interest shall be
paid semi-annually in arrears on each Interest Payment Date to the Person or
Persons in whose name the Senior Notes are registered on the Record Date for
such Interest Payment Date.

      (b) Payments of Interest on the Senior Notes shall include Interest
accrued to but excluding the respective Interest Payment Dates, Redemption Date,
Purchase Date or Fundamental Change Purchase Date, as the case may be; provided,
however, that in the case of a Redemption Date that occurs after a Record Date
and prior to the corresponding Interest Payment Date, the Company shall pay the
full amount of accrued and unpaid Interest to such Interest Payment Date to the
Holder on the corresponding Redemption Date. Payments of Interest for the Senior
Notes shall be computed and paid on the basis of a 360-day year comprised of
twelve 30-day months. If any Interest Payment Date (other than an Interest
Payment Date coinciding with the Stated Maturity or earlier Redemption Date,
Purchase Date or Fundamental Change Purchase Date) of a Senior Note falls on a
day that is not a Business Day, such Interest Payment Date will be postponed to
the next succeeding Business Day, provided that, if such Business Day falls in
the next succeeding calendar month, the Interest Payment Date will be brought
forward to the immediately preceding Business Day. If the Stated Maturity,
Redemption Date, Purchase Date or Fundamental Change Purchase Date of a Senior
Note would fall on a day that is not a Business Day, the required payment of
Interest, if any, and principal will be made on the next succeeding Business Day
and no Interest on such payment will accrue for the period from and after the
Stated Maturity, Redemption Date or Purchase Date or Fundamental Change Purchase
Date to such next succeeding Business Day.

      Section 2.03. Denominations. The Senior Notes shall initially be issued in
fully registered form, without coupons, in denominations of $1,000 and any
integral multiple thereof.

      Section 2.04. Global Senior Notes. (a) The Senior Notes shall initially be
issued in the form of one or more Global Senior Notes. The Company initially
appoints The Depository Trust Company ("DTC") to act as the Depositary. The
Senior Notes shall be registered in the name of Cede & Co., as nominee of DTC,
and deposited with the Trustee as Custodian for DTC. The Company shall issue


                                       7

the Senior Notes in the form of Certificated Senior Notes if DTC notifies the
Company that it is unwilling or unable to continue as Depositary or DTC ceases
to be a clearing agency registered under the Exchange Act and a successor
Depositary is not appointed by the Company within 90 days. In addition
beneficial interests in a Global Senior Note may be exchanged for Certificated
Senior Note upon request by or on behalf of DTC in accordance with DTC's
customary procedures. The Company may determine at any time and in its sole
discretion that Senior Notes shall no longer be represented by Senior Global
Notes, in which case the Company will issue Certificated Senior Notes in
exchange for the Senior Global Notes.

      (b) Record ownership of the Global Senior Notes may be transferred, in
whole or in part, only to another nominee of DTC or to a successor of DTC or its
nominee, except as set forth in this Section 2.04. An owner of a beneficial
interest in the Global Senior Notes may hold its interests in the Global Senior
Notes directly through DTC if such owner is a participant in DTC, or indirectly
through organizations which are direct DTC participants if such owner is not a
participant in DTC. Transfers between direct DTC participants will be effected
in the ordinary way in accordance with DTC's rules and will be settled in
same-day funds. Beneficial interests in the Global Senior Notes held by DTC may
also be owned through certain banks, brokers, dealers, trust companies and other
parties that clear through or maintain a custodial relationship with a direct
DTC participant, either directly or indirectly. Payment of Defaulted Interest
shall be made as provided in the Base Indenture.

      Section 2.05. No Defeasance. The provisions of Article Thirteen of the
Base Indenture shall not apply to the Senior Notes.

      Section 2.06. No Sinking Fund. The provisions of Article Twelve of the
Base Indenture shall not apply to the Senior Notes and the Senior Notes are not
entitled to the benefit of any sinking fund.

      Section 2.07. Register of Senior Notes; Paying Agent; Conversion Agent.
The Security Registrar, Paying Agent, Conversion Agent, the Calculation Agent
and the Custodian for the Senior Notes shall initially be the Trustee.

      Section 2.08. Place of Payment. The place of payment for the Senior Notes
shall be at the Company's office or agency in the Borough of Manhattan, The City
of New York, which initially shall be the Corporate Trust Office. So long as the
Senior Notes are in the form of registered Global Senior Notes, the Company
agrees that payments of Interest on, and any portion of the principal of, the
Senior Notes shall be made by the Paying Agent, upon receipt from the Company of
immediately available funds, directly to the Depositary (by Federal funds wire
transfer).


                                       8

      Section 2.09. Satisfaction and Discharge. The provisions of Article Four
of the Base Indenture shall be applicable to the Indenture and the Senior Notes;
provided, however, that the provisions in Section 4.01(1)(b)(ii) and Section
4.01(1)(b)(iii) of the Base Indenture shall not apply to the Indenture and the
Senior Notes.

                                    ARTICLE 3
                            Redemption And Purchases

      Section 3.01. Company's Right to Redeem; Notices to Trustee. Prior to
February 16, 2009, the Senior Notes will not be redeemable at the Company's
option. Beginning on February 16, 2009, the Company, at its option, may redeem
the Senior Notes in accordance with the provisions of Section 5 of the Senior
Notes in U.S. legal tender ("CASH") at any time as a whole, or from time to time
in part, at a redemption price (the "REDEMPTION PRICE") equal to 100% of the
principal amount of the Senior Notes redeemed plus accrued and unpaid Interest,
if any, on the Senior Notes redeemed to (but excluding) the Redemption Date. If
the Company elects to redeem Senior Notes pursuant to Section 5 of the Senior
Notes, it shall notify the Trustee in writing of the Redemption Date, the
principal amount of Senior Notes to be redeemed and the Redemption Price.

      The Company shall give the notice to the Trustee provided for in this
Section 3.01 by a Company Order, at least 45 days but not more than 60 days
before the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee).

      Senior Notes called for redemption may be surrendered for conversion from
the date of notice of the redemption until the close of business on the Business
Day immediately preceding the Redemption Date.

      Section 3.02. Selection of Senior Notes to be Redeemed. If less than all
of the Senior Notes are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select the Senior Notes to be redeemed by
lot or on a pro rata basis. The Trustee shall make the selection within five
Business Days after it receives the notice provided for in Section 3.01 from
outstanding Senior Notes not previously called for redemption. The Trustee may
select for redemption portions of the principal amount of Senior Notes that have
denominations larger than $1,000.

      Senior Notes and portions of Senior Notes that the Trustee selects shall
be in principal amounts of $1,000 or an integral multiple of $1,000. Provisions
of this Indenture that apply to Senior Notes called for redemption also apply to
portions of Senior Notes called for redemption. The Trustee shall notify the


                                       9

Company promptly of the Senior Notes or portions of the Senior Notes to be
redeemed.

      Senior Notes and portions of Senior Notes that are to be redeemed are
convertible, pursuant to Section 5.01(c), by the Holder until the close of
business on the Business Day prior to the Redemption Date. If any Security
selected for partial redemption is converted in part before termination of the
conversion right with respect to the portion of the Senior Notes selected, the
converted portion of such Senior Notes shall be deemed (so far as may be) to be
the portion selected for redemption. Senior Notes that have been converted
during a selection of Senior Notes to be redeemed may be treated by the Trustee
as outstanding for the purpose of such selection.

      Section 3.03. Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail, postage prepaid, to each Holder of Senior Notes to be
redeemed.

      The notice shall identify the Senior Notes to be redeemed and shall state:

      (1) the Redemption Date;

      (2) the Redemption Price;

      (3) the Conversion Rate;

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

      (5) that Senior Notes called for redemption may be converted at any time
before the close of business on the Business Day prior to the Redemption Date;

      (6) that Holders who want to convert their Senior Notes must satisfy the
requirements set forth in Section 8 of the Senior Notes;

      (7) that Senior Notes called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;

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

      (9) that, unless the Company defaults in making payment of such Redemption
Price and Interest, if any, on Senior Notes called for redemption will cease to
accrue on and after the Redemption Date; and


                                       10

      (10) the CUSIP number(s) of the Senior Notes.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense, provided that the Company
makes such request at least seven Business Days (or such shorter period as may
be satisfactory to the Trustee) prior to the date by which such notice of
redemption must be given to Holders in accordance with this Section 3.03.

      Section 3.04. Effect of Notice of Redemption. Once notice of redemption is
given, Senior Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Senior Notes which are converted in accordance with the terms of the Indenture.
Upon surrender to the Paying Agent, such Senior Notes shall be paid at the
Redemption Price stated in the notice.

      Section 3.05. Deposit of Redemption Price and Senior Notes Redeemed in
Part. Prior to 10:00 a.m. (New York City time), on the Redemption Date, the
Company shall deposit with the Paying Agent (or if the Company or a Subsidiary
or an Affiliate of either of them is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the Redemption Price of all Senior Notes to be
redeemed on that date other than Senior Notes or portions of Senior Notes 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 Senior Notes pursuant to Article 5 hereof. 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.

      If money sufficient to pay the Redemption Price of all Senior Notes (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent prior to 10:00 a.m. (New York City time) on the Redemption Date,
immediately on and after such Redemption Date, Interest, if any, will cease to
accrue on such Senior Notes or portions thereof. Once notice of redemption is
given, Senior Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Senior Notes which are converted in accordance with the terms of the Indenture.
Upon surrender to the Paying Agent, such Senior Notes shall be paid at the
Redemption Price stated in the notice.

      Section 3.06. Purchase of Senior Notes by the Company at Option of the
Holder. Senior Notes shall be purchased by the Company pursuant to Section 6 of
the Senior Notes at the option of the Holder on February 15, 2009, February 15,
2014 and February 15, 2019 (each, a "PURCHASE DATE"), at a purchase price equal
to 100% of the principal amount of those Senior Notes, plus accrued and unpaid
Interest, if any, on those Senior Notes, to (but excluding) such Purchase


                                       11

Date (the "PURCHASE PRICE"). Senior Notes repurchased by the Company on February
15, 2009 (the "FIRST PURCHASE DATE") shall be paid in cash and subsequent
repurchases on February 15, 2014 and February 15, 2019 (each a "SUBSEQUENT
PURCHASE DATE") shall be paid in cash, shares of Common Stock or in any
combination of cash and shares of Common Stock at the Company's option in the
manner pursuant to Section 3.08. Notwithstanding anything to the contrary in the
Indenture, at any time prior to Stated Maturity, the Company may irrevocably
elect, in its sole discretion without the consent of the Holders of the Senior
Notes, by notice to the Trustee and the Holders of the Senior Notes to satisfy
100% of the principal amount of the Senior Notes so required to be repurchased
by the Company pursuant to this Section 3.06 after the date of such election
plus accrued and unpaid Interest, if any, on the Senior Notes in cash. At least
22 Business Days prior to each Purchase Date, the Company or the Trustee (at the
Company's request and expense) shall notify the Holders of the Senior Notes of
their purchase right, the relevant Purchase Date and the purchase procedures.
Purchases of Senior Notes hereunder shall be made, at the option of the Holder
thereof, upon:

            (i) delivery to the Paying Agent by the Holder of a written notice
      of purchase (a "PURCHASE NOTICE") during the period beginning at any time
      from the opening of business on the date that is 22 Business Days prior to
      the relevant Purchase Date until the close of business on the Business Day
      prior to such Purchase Date stating:

                  (A) the certificate number of the Senior Note which the Holder
            will deliver to be purchased or the appropriate Depositary
            procedures if Certificated Senior Notes have not been issued for
            such Senior Note,

                  (B) the portion of the principal amount of the Senior Note
            which the Holder will deliver to be purchased, which portion must be
            in principal amounts of $1,000 or an integral multiple of $1,000,

                  (C) that such Senior Note shall be purchased by the Company as
            of the Purchase Date pursuant to the terms and conditions specified
            in Section 6 of the Senior Notes and in the Indenture, and

                  (D) in the event the Company elects, pursuant to Section
            3.08(c), to pay the Purchase Price, in whole or in part, in shares
            of Common Stock but such portion of the Purchase Price shall
            ultimately be paid to such Holder entirely in cash because any of
            the conditions to payment of the Purchase Price in shares of Common
            Stock are not satisfied prior to the close of business


                                       12

            on the third Business Day prior to the relevant Purchase Date, as
            set forth in Section 3.08, whether such Holder elects (i) to
            withdraw such Purchase Notice as to some or all of the Senior Notes
            to which such Purchase Notice relates (stating the principal amount
            and certificate numbers, if any, of the Senior Notes as to which
            such withdrawal shall relate), or (ii) to receive cash in respect of
            the entire Purchase Price for all Senior Notes (or portions thereof)
            to which such Purchase Notice relates; and

            (ii) delivery of such Senior Note to the Paying Agent at any time
      after delivery of the Purchase Notice (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 3.06 only if the Senior Note so delivered to the Paying Agent
      shall conform in all respects to the description thereof in the related
      Purchase Notice.

      If a Holder, in such Holder's Purchase Notice and in any written notice of
withdrawal delivered by such Holder pursuant to the terms of Section 3.08, fails
to indicate such Holder's choice with respect to the election set forth in
clause (D) of Section 3.06(i), such Holder shall be deemed to have elected to
receive cash in respect of the entire Purchase Price for all Senior Notes
subject to such Purchase Notice in the circumstances set forth in such clause
(D).

      The Company shall purchase from the Holder thereof, pursuant to this
Section 3.06, such portion of a Senior Note, if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture
that apply to the purchase of all of a Senior Note also apply to the purchase of
such portion of such Senior Note.

      Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.06 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Purchase Date and
the date the Senior Notes are delivered to, and received by, the Paying Agent.

      Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Purchase Notice contemplated by this Section 3.06 shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the Business Day immediately prior to the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.11.

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


                                       13

      Section 3.07. Purchase of Senior Notes at Option of the Holder Upon
Fundamental Change. (a) (i) If a Fundamental Change occurs (subject to certain
exceptions set forth below), the Senior Notes not previously purchased by the
Company shall be purchased by the Company, in cash, at the option of the Holder
thereof, at a purchase price equal to 100% of the principal amount of those
Senior Notes, plus accrued and unpaid Interest, if any, on those Senior Notes to
(but excluding) the Fundamental Change Purchase Date (the "FUNDAMENTAL CHANGE
PURCHASE PRICE"), as of the date that is no later than 25 Business Days after
the date of the notice of Fundamental Change mailed by the Company pursuant to
Section 3.07(b) (the "FUNDAMENTAL CHANGE PURCHASE DATE"), subject to
satisfaction by or on behalf of the Holder of the requirements set forth in
Section 3.07(c); provided that, if the Fundamental Change Purchase Date is after
a Record Date and before the next succeeding Interest Payment Date, accrued and
unpaid Interest, if any, on those Senior Notes shall be paid to the Holder as of
that Record Date.

      A "FUNDAMENTAL CHANGE" will be deemed to have occurred at such time after
the Senior Notes are originally issued when any of the following events shall
occur:

                  (A) the acquisition by any person, including any syndicate or
            group deemed to be a "PERSON" under Section 13(d)(3) of the Exchange
            Act of beneficial ownership, directly or indirectly through a
            purchase, merger or other acquisition transaction or series of
            purchase, merger or other acquisition transactions, of shares of the
            Capital Stock of the Company entitling that person to exercise 50%
            or more of the total voting power of all shares of the Capital Stock
            of the Company entitled to vote generally in elections of directors,
            other than any acquisition by the Company, any of its Subsidiaries,
            or any of the employee benefit plans of the Company (except that any
            of those persons shall be deemed to have beneficial ownership of all
            securities it has the right to acquire, whether the right is
            currently exercisable or is exercisable only upon the occurrence of
            a subsequent condition);

                  (B) the first day on which a majority of the members of the
            board of directors of the Company are not Continuing Directors; or

                  (C) the Company consolidates or merges with or into any other
            Person, any merger of another Person into the Company, or any
            conveyance, transfer, sale, lease or other disposition, of all or
            substantially all of the Company's properties and assets to another
            Person, other than:


                                       14

                        (a) any transaction: (1) that does not result in any
                  reclassification, conversion, exchange or cancellation of
                  outstanding shares of the Company's Capital Stock; or (2)
                  pursuant to which holders of the Company's Capital Stock
                  immediately prior to the transaction have the entitlement to
                  exercise, directly or indirectly, 50% or more of the total
                  voting power of all shares of Capital Stock entitled to vote
                  generally in elections of directors of the continuing or
                  surviving Person immediately after giving effect to such
                  issuance; or

                        (b) any merger, share exchange, transfer of assets or
                  similar transaction solely for the purpose of changing the
                  Company's jurisdiction of incorporation and resulting in a
                  reclassification, conversion or exchange of outstanding shares
                  of Common Stock, if at all, solely into shares of common
                  stock, ordinary shares or American Depositary Shares of the
                  surviving Person or a direct or indirect parent of the
                  surviving corporation; or

                  (D) the Common Stock is not listed for trading on a U.S.
            national security exchange or approved for listing on the Nasdaq
            National Market.

      A "CONTINUING DIRECTOR" shall mean, as of any date of determination, any
member of the Board of Directors of the Company who:

                  (A) was a member of the Board of Directors of the Company on
            the date hereof; or

                  (B) was nominated for election or elected as a director by a
            majority of the continuing directors who were members of such Board
            of Directors at the time of the new director's nomination or
            election.

            (ii) Notwithstanding the provisions of Section 3.07(a)(i), the
      Company shall not be required to purchase the Senior Notes of the Holders
      upon a Fundamental Change pursuant to this Section 3.07 if:

                  (A) the Closing Price per share of Common Stock for any five
            Trading Days within the period of 10 consecutive Trading Days (x)
            ending immediately after the later of the Fundamental Change or the
            public announcement of the Fundamental Change in the case of a
            Fundamental Change set forth under clauses (A) or (B) of the
            definition of Fundamental


                                       15

            Change above, or (y) ending immediately before the Fundamental
            Change in the case of a Fundamental Change set forth under clause
            (C) of the definition of Fundamental Change above, equals or exceeds
            105% of the Conversion Price of the Senior Notes in effect on each
            of those five Trading Days; or

                  (B) 90% of the consideration in the transaction or
            transactions (other than cash payments for fractional shares and
            cash payments made in respect of dissenters' appraisal rights)
            constituting a Fundamental Change consists of shares of common
            stock, ordinary shares or American Depositary Shares traded or to be
            traded immediately following a Fundamental Change on a national
            securities exchange or the Nasdaq National Market, and, as a result
            of the transaction or transactions, the Senior Notes become
            convertible into that common stock, ordinary shares or American
            Depositary Shares (and any rights attached thereto).

      For the purposes of this Section 3.07, (x) whether a person is a
"BENEFICIAL OWNER" shall be determined in accordance with Rule 13d-3 under the
Exchange Act and (y) the term "PERSON" includes any syndicate or group that
would be deemed to be a "PERSON" under Section 13(d)(3) of the Exchange Act.

      (b) No later than 15 days after the occurrence of a Fundamental Change,
the Company shall mail a written notice of the Fundamental Change by first class
mail to the Trustee, the Paying Agent and to each Holder (and to beneficial
owners as required by applicable law). The notice shall include a form of
Fundamental Change Purchase Notice to be completed by the Holder and shall
state:

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

            (ii) the date by which the Fundamental Change Purchase Notice
      pursuant to this Section 3.07 must be delivered to the Paying Agent in
      order for a Holder to exercise the repurchase rights;

            (iii) the Fundamental Change Purchase Date;

            (iv) the Fundamental Change Purchase Price;

            (v) whether the Fundamental Change Purchase Price will be paid in
      cash or Common Stock, or a combination thereof;

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


                                       16

            (vii) the Conversion Rate;

            (viii) that the Senior Notes as to which a Fundamental Change
      Purchase Notice has been given may be converted if they are otherwise
      convertible pursuant to Article 5 hereof only if the Fundamental Change
      Purchase Notice has been withdrawn in accordance with the terms of the
      Indenture;

            (ix) that the Senior Notes must be surrendered to the Paying Agent
      to collect payment;

            (x) that the Fundamental Change Purchase Price for any Senior Note
      as to which a Fundamental Change Purchase Notice has been duly given and
      not withdrawn will be paid promptly following the later of the Fundamental
      Change Purchase Date and the time of surrender of such Senior Note as
      described in clause (ix);

            (xi) briefly, the procedures the Holder must follow to exercise
      rights under this Section 3.07;

            (xii) briefly, the conversion rights, if any, on the Senior Notes;

            (xiii) the procedures for withdrawing a Fundamental Change Purchase
      Notice;

            (xiv) that, unless the Company defaults in making payment of such
      Fundamental Change Purchase Price, Interest on Senior Notes surrendered
      for purchase by the Company will cease to accrue on and after the
      Fundamental Change Purchase Date; and

            (xv) the CUSIP number(s) of the Senior Notes.

      (c) A Holder may exercise its rights specified in Section 3.07(a) upon
delivery of a written notice of purchase (a "FUNDAMENTAL CHANGE PURCHASE
NOTICE") to the Paying Agent at any time on or prior to the close of business on
the Fundamental Change Purchase Date stating:

            (i) the certificate number of the Senior Note which the Holder will
      deliver to be purchased or the appropriate Depositary procedures if
      Certificated Senior Notes have not been issued;

            (ii) the portion of the principal amount of the Senior Note which
      the Holder will deliver to be purchased, which portion must be $1,000 or
      an integral multiple of $1,000; and


                                       17

            (iii) that such Senior Note shall be purchased pursuant to the terms
      and conditions specified in Section 6 of the Senior Notes and in the
      Indenture.

      The delivery of such Senior Notes, duly endorsed for transfer, to the
Paying Agent with the Fundamental Change Purchase Notice (together with all
necessary endorsements) at the offices of the Paying Agent shall be a condition
to the receipt by the Holder of the Fundamental Change Purchase Price therefor;
provided, however, that such Fundamental Change Purchase Price shall be so paid
pursuant to this Section 3.07 and Section 3.08 only if the Senior Notes so
delivered to the Paying Agent shall conform in all respects to the description
thereof set forth in the related Fundamental Change Purchase Notice.

      The Company shall purchase from the Holder thereof, pursuant to this
Section 3.07, a portion of a Senior Note if the principal amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that
apply to the purchase of all of a Senior Note also apply to the purchase of such
portion of such Senior Note.

      Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.07 shall be consummated by the delivery of the consideration to
be received by the Holder on the Fundamental Change Purchase Date.

      Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Fundamental Change Purchase Notice contemplated by this
Section 3.07(c) shall have the right to withdraw such Fundamental Change
Purchase Notice at any time prior to the close of business on the Fundamental
Change Purchase Date by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 3.11.

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

      Section 3.08. Company's Right to Elect Manner of Payment of Purchase
Price. (a) The Senior Notes to be purchased on any Subsequent Purchase Date,
pursuant to Section 3.06, may be paid for, in whole or in part, at the election
of the Company, in cash or shares of Common Stock, or in any combination of cash
and shares of Common Stock, subject to the conditions set forth in Section
3.08(c) and Section 3.08(d). Notwithstanding anything to the contrary in the
Indenture, at any time prior to Stated Maturity, the Company may irrevocably
elect, in its sole discretion without the consent of the Holders of the Senior
Notes, by notice to the Trustee and the Holders of the Senior Notes to satisfy
100% of the principal amount of the Senior Notes required to be purchased by the
Company pursuant to Section 3.06 after the date of such election plus accrued
and unpaid Interest, if any, on the Senior Notes in cash. The Company shall
designate, in the Company


                                       18

Notice delivered pursuant to Section 3.08(d), whether the Company will purchase
the Senior Notes for cash or shares of Common Stock, or, if a combination
thereof, the percentages of the Purchase Price, as the case may be, of Senior
Notes in respect of which it will pay in cash or shares of Common Stock;
provided that the Company will pay cash for fractional interests in shares of
Common Stock. For purposes of determining the existence of potential fractional
interests, all Senior Notes subject to purchase by the Company held by a Holder
shall be considered together (no matter how many separate certificates are to be
presented). Each Holder whose Senior Notes are purchased pursuant to Section
3.06 shall receive the same percentage of cash or shares of Common Stock in
payment of the Purchase Price for such Senior Notes, except (i) as provided in
this Section 3.08(c) with regard to the payment of cash in lieu of fractional
shares of Common Stock and (ii) in the event that the Company is unable to
purchase the Senior Notes of a Holder or Holders for shares of Common Stock
because any necessary qualifications or registrations of the shares of Common
Stock under applicable state laws cannot be obtained, or because the conditions
to purchasing the Senior Notes for shares of Common Stock set forth in Section
3.09(c) have not been satisfied, the Company may purchase the Senior Notes of
such Holder or Holders for cash. The Company may not change its election with
respect to the consideration (or components or percentages of components
thereof) to be paid once the Company has given its Company Notice to Holders
except pursuant to Section 3.08(b) or pursuant to Section 3.08(c) in the event
of a failure to satisfy, prior to the close of business on the third Business
Day immediately preceding the Subsequent Purchase Date, any condition to the
payment of the Purchase Price, in whole or in part, in shares of Common Stock.

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

            (i) the manner of payment selected by the Company;

            (ii) the information required by Section 3.08(d) in the Company
      Notice;

            (iii) if the Company elects to pay the Purchase Price or a specified
      percentage thereof, in shares of Common Stock, that the conditions to such
      manner of payment set forth in Section 3.08(c) have been or will be
      complied with; and

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

      (b) Purchase with Cash. At the option of the Company, the Purchase Price
of Senior Notes in respect of which a Purchase Notice pursuant to Section
3.06(i) has been given, or a specified percentage thereof, may be paid by the

                                       19

Company with cash equal to the aggregate Purchase Price of such Senior Notes;
provided, however, that the Purchase Price of Senior Notes to be purchased on
the First Purchase Date shall be paid in cash. The Company Notice, as provided
in Section 3.08(d), shall be sent to Holders (and to beneficial owners as
required by applicable law) not less than 22 Business Days prior to such
Purchase Date (the "COMPANY NOTICE DATE").

      (c) Payment by Issuance of Shares of Common Stock. At the option of the
Company, the Purchase Price of Senior Notes to be purchased by the Company on a
Subsequent Purchase Date in respect of which a Purchase Notice pursuant to
Section 3.06(i) has been given, or a specified percentage thereof, may be paid
by the Company by the issuance of a number of shares of Common Stock equal to
the quotient obtained by dividing (i) the portion of the Purchase Price to be
paid in shares of Common Stock by (ii) 100% of the Market Price determined by
the Company in the Company Notice, subject to the next succeeding paragraph.

      The Company will not issue a fractional share of Common Stock in payment
of the Purchase Price. Instead, the Company will pay cash based on the current
market value of the fractional share. The current market value of a fractional
share of Common Stock shall be determined, to the nearest 1/1,000th of a share,
by multiplying the Market Price of a full share of Common Stock by the
fractional amount and rounding the product to the nearest whole cent. It is
understood that if a Holder elects to have more than one Senior Note purchased,
the number of shares of Common Stock shall be based on the aggregate amount of
Senior Notes to be purchased.

      If the Company elects to purchase the Senior Notes by the issuance of
shares of Common Stock or in any combination of cash and Common Stock, the
Company Notice, as provided in Section 3.08(d), shall be sent to the Holders
(and to beneficial owners as required by applicable law) not later than the
Company Notice Date.

      The Company's right to exercise its election to purchase Senior Notes
through the issuance of shares of Common Stock shall be conditioned upon:

            (i) the Company's not having given its Company Notice of an election
      to pay entirely in cash and its giving of timely Company Notice of an
      election to purchase all or a specified percentage of the Senior Notes
      with shares of Common Stock as provided herein;

            (ii) the registration of such shares of Common Stock under the
      Securities Act and the Exchange Act, in each case, if required; or
      availability of an exemption from such registration;


                                       20







            (iii) the approval for listing of such shares of Common Stock on a
      national securities exchange or the approval for quotation of such shares
      of Common Stock in an inter-dealer quotation system of any registered
      United States national securities association;

            (iv) any necessary qualification or registration under applicable
      state securities laws or the availability of an exemption from such
      qualification and registration; and

            (v) The receipt by the Trustee of an Officers' Certificate and an
      Opinion of Counsel each stating that (A) the terms of the issuance of the
      shares of Common Stock are in conformity with the Indenture and (B) the
      shares of Common Stock to be issued by the Company in payment of the
      Purchase Price in respect of Senior Notes have been duly authorized and,
      when issued and delivered pursuant to the terms of the Indenture in
      payment of the Purchase Price in respect of the Senior Notes, will be
      validly issued, fully paid and non-assessable and, to the best of such
      counsel's knowledge, free from preemptive rights, and, in the case of such
      Officers' Certificate, stating that the conditions above and the condition
      set forth in the second succeeding sentence have been satisfied and, in
      the case of such Opinion of Counsel, stating that, to such counsel's
      knowledge, the conditions in clauses (ii) through (iv) above have been
      satisfied. Such Officers' Certificate shall also set forth the number of
      shares of Common Stock to be issued for each $1,000 principal amount of
      Senior Notes and the Closing Price of a share of Common Stock on each
      Trading Day during the period commencing on the first Trading Day of the
      period during which the Market Price is calculated and ending on the third
      Business Day prior to the applicable Subsequent Purchase Date.

      If the foregoing conditions are not satisfied with respect to a Holder or
Holders prior to the close of business on the last day prior to the Subsequent
Purchase Date and the Company has elected to purchase the Senior Notes pursuant
to this Section 3.08 through the issuance of shares of Common Stock, the Company
shall pay the entire Purchase Price of the Senior Notes of such Holder or
Holders in cash.

      Upon determination of the actual number of shares of Common Stock to be
issued upon redemption or repurchase of Senior Notes, the Company shall be
required to disseminate a press release through Dow Jones & Company, Inc. or
Bloomberg Business News containing this information or publish the information
on the Company's Web site or through such other public medium as the Company may
use at that time.

      Any determination that the Company or the Board of Directors must make
pursuant to Article 3 shall be conclusive, absent mathematical error.






                                       21


      (d) Notice of Election. In connection with any purchase of Senior Notes
pursuant to Section 3.06, the Company shall give notice to Holders setting forth
information specified in this Section 3.08(d) (the "COMPANY NOTICE").

      In the event the Company has elected to pay the Purchase Price (or a
specified percentage thereof), with shares of Common Stock, the Company Notice
shall:

            (i) state that each Holder will receive a number of shares of Common
      Stock equal to the quotient obtained by dividing (i) the portion of the
      Purchase Price to be paid in shares of Common Stock, which portion must be
      $1,000 or an integral multiple of $1,000, by (ii) 100% of the Market Price
      (except any cash amount to be paid in lieu of fractional shares);

            (ii) set forth the method of calculating the Market Price of the
      shares of Common Stock; and

            (iii) state that because the Market Price of shares of Common Stock
      will be determined prior to the Subsequent Purchase Date, Holders of the
      Senior Notes will bear the market risk with respect to the value of the
      shares of Common Stock to be received from the date such Market Price is
      determined to the Purchase Date.

      In any case, each Company Notice shall include a form of Purchase Notice
to be completed by a Holder and shall state:

            (i) the Purchase Price and the Conversion Rate;

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

            (iii) that Senior Notes as to which a Purchase Notice has been given
      may be converted if they are otherwise convertible only in accordance with
      Article 5 hereof and Section 8 of the Senior Notes if the applicable
      Purchase Notice has been withdrawn in accordance with the terms of the
      Indenture;

            (iv) that Senior Notes must be surrendered to the Paying Agent to
      collect payment;

            (v) that the Purchase Price for any Senior Note as to which a
      Purchase Notice has been given and not withdrawn will be paid promptly
      following the later of the Purchase Date and the time of surrender of such
      Senior Notes as described in (iv);



                                       22


            (vi) the procedures the Holder must follow to exercise its right to
      require the Company to repurchase Senior Notes under Section 3.06 and a
      brief description of those rights; (vii) briefly, the conversion rights,
      if any, with respect to the Senior Notes;

            (vii) briefly, the conversion rights, if any, with respect to the
      Senior Notes;

            (viii) the procedures for withdrawing a Purchase Notice (including,
      without limitation, for a conditional withdrawal pursuant to the terms of
      Section 3.06(i)(D) or Section 3.11);

            (ix) that, unless the Company defaults in making payment on Senior
      Notes for which a Purchase Notice has been submitted, Interest on such
      Senior Notes will cease to accrue on and after the Purchase Date; and

            (x) the CUSIP number of the Senior Notes.

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

      Section 3.09. Covenants of the Company. All shares of Common Stock
delivered upon purchase of the Senior Notes shall be newly issued shares or
treasury shares, shall be duly authorized, validly issued, fully paid and
nonassessable, and shall be free from preemptive rights and free of any lien or
adverse claim.

      Section 3.10. Taxes. If a Holder of a purchased Senior Note is paid in
shares of Common Stock, the Company shall pay any documentary, stamp or similar
issue or transfer tax due on such issue of Common Stock; provided that the
Holder shall pay any such tax which is due because the Holder requests the
Common Stock to be issued in a name other than the Holder's name. The Paying
Agent may refuse to deliver the certificates representing the shares of Common
Stock being issued in a name other than the Holder's name until the Paying Agent
receives a sum sufficient to pay any tax which will be due because the shares of
Common Stock are to be issued in a name other than the Holder's name. Nothing
herein shall preclude any income tax withholding required by law or regulations.

      Section 3.11. Effect of Purchase Notice or Fundamental Change Purchase
Notice. (a) Upon receipt by the Paying Agent of the Purchase Notice or
Fundamental Change Purchase Notice specified in Section 3.06(i) or Section
3.07(c), as applicable, the Holder of the Senior Note in respect of which such
Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was
given shall (unless such Purchase Notice or Fundamental Change Purchase Notice,
as the case may be, is withdrawn as specified in the following two



                                       23


paragraphs) thereafter be entitled solely to receive the Purchase Price or
Fundamental Change Purchase Price, as the case may be, with respect to such
Senior Note. Such Purchase Price or Fundamental Change Purchase Price shall be
paid to such Holder, subject to receipts of funds and/or securities by the
Paying Agent, promptly following the later of (x) the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, with respect to such
Senior Notes (provided the conditions in Section 3.06(i) or Section 3.07(c), as
applicable, have been satisfied) and (y) the time of delivery of such Senior
Note to the Paying Agent by the Holder thereof in the manner required by Section
3.06 or Section 3.07(c), as applicable. Senior Notes in respect of which a
Purchase Notice or Fundamental Change Purchase Notice has been given by the
Holder thereof may not be converted pursuant to Article 5 hereof on or after the
date of the delivery of such Purchase Notice or Fundamental Change Purchase
Notice unless such Purchase Notice or Fundamental Change Purchase Notice has
first been validly withdrawn as specified in the following two paragraphs.

      (b) A Purchase Notice or Fundamental Change Purchase Notice 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 Fundamental Change
Purchase Notice, as the case may be, at any time prior to the close of business
on the Business Day immediately preceding the Purchase Date or prior to the
close of business on the Fundamental Change Purchase Date, as the case may be,
specifying:

            (i) the certificate number, if any, of the Senior Note in respect of
      which such notice of withdrawal is being submitted,

            (ii) the principal amount of the Senior Note with respect to which
      such notice of withdrawal is being submitted, and

            (iii) the principal amount, if any, of such Senior Note which
      remains subject to the original Purchase Notice or Fundamental Change
      Purchase Notice, as the case may be, and which has been or will be
      delivered for purchase by the Company.

      (c) A written notice of withdrawal of a Purchase Notice may be in the form
set forth in Section 3.11(b) or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.06(i)(D) or (ii) a conditional withdrawal containing the information set forth
in Section 3.06(i)(D) and Section 3.11(b) and contained in a written notice of
withdrawal delivered to the Paying Agent as set forth in Section 3.11(b).

      (d) A written notice of withdrawal of a Fundamental Change Purchase Notice
may be in the form set forth in Section 3.11(b).



                                       24


      (e) There shall be no purchase of any Senior Notes pursuant to Section
3.06 or 3.07 if there has occurred (prior to, on or after, as the case may be,
the giving, by the Holders of such Senior Notes, of the required Purchase Notice
or Fundamental Change 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
Fundamental Change Purchase Price, as the case may be, with respect to such
Senior Notes). The Paying Agent will promptly return to the respective Holders
thereof any Senior Notes (x) with respect to which a Purchase Notice or
Fundamental Change Purchase Notice, as the case may be, has been withdrawn in
compliance with the 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
Fundamental Change Purchase Price, as the case may be, with respect to such
Senior Notes) in which case, upon such return, the Purchase Notice or
Fundamental Change Purchase Notice with respect thereto shall be deemed to have
been withdrawn.

      Section 3.12. Deposit of Purchase Price or Fundamental Change Purchase
Price. On or prior to 10:00 a.m. (New York City time) on the Purchase Date or
the Fundamental Change 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 Article 10 of the Base
Indenture) an amount of cash (in immediately available funds if deposited on
such Business Day) or Common Stock, if permitted hereunder, sufficient to pay
the aggregate Purchase Price or Fundamental Change Purchase Price, as the case
may be, of all the Senior Notes or portions thereof which are to be purchased as
of the Purchase Date or Fundamental Change Purchase Date, as the case may be.
Upon such deposit and immediately after the Purchase Date or Fundamental Change
Purchase Date, as the case may be, (i) such Senior Notes shall cease to be
outstanding and Interest on such Senior Notes will cease to accrue, whether or
not such Senior Notes are delivered to the Paying Agent for payment and (ii) all
other rights under the Indenture of Holders of such Senior Notes shall
terminate, other than the right to receive the Purchase Price or the Fundamental
Change Purchase Price, as the case may be, in accordance with the provisions of
the Indenture.

      As soon as practicable after the Purchase Date, the Company shall deliver
to each Holder entitled to receive shares of Common Stock through the Paying
Agent, a certificate for the number of full shares of Common Stock issuable in
payment of the Purchase Price, and cash in lieu of any fractional interests. The
person in whose name the certificate for the shares of Common Stock is
registered shall be treated as a holder of record of Common Stock on the
Business Day following the Purchase Date. Subject to Section 3.08(c), no payment
or adjustment will be made for dividends on the shares of Common Stock the
record date for which occurred on or prior to the Purchase Date.



                                       25

      Section 3.13. Senior Notes Purchased in Part. Any Certificated Senior Note
which is to be purchased only in part shall be surrendered at the office of the
Paying Agent (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company 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 Senior Note, without service
charge, a new Senior Notes or Senior Notes, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to, and in exchange
for, the portion of the principal amount of the Senior Note so surrendered which
is not purchased.

      Section 3.14. Covenant to Comply with Securities Laws upon Purchase of
Senior Notes. When complying with the provisions of Section 3.06 or 3.07 hereof
(provided that such offer or purchase constitutes an "ISSUER TENDER OFFER" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), and subject to any exemptions available under applicable law, the
Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Sections 3.06 and 3.07 to be exercised in the time and in the
manner specified in Sections 3.06 and 3.07 (to the extent that such time and
manner so specified comply with such laws then in effect).

      Section 3.15. Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any cash or shares of Common Stock that remain
unclaimed as provided in Section 13 of the Senior Notes, together with interest
or dividends, if any, thereon (subject to the provisions of Article 10 of the
Base Indenture) held by them for the payment of the Purchase Price or
Fundamental Change Purchase Price, as the case may be; provided, however, that
to the extent that the aggregate amount of cash or shares of Common Stock
deposited by the Company pursuant to Section 3.12 exceeds the aggregate Purchase
Price or Fundamental Change Purchase Price, as the case may be, of the Senior
Notes or portions thereof which the Company is obligated to purchase as of the
Purchase Date or Fundamental Change Purchase Date, as the case may be, then,
unless otherwise agreed in writing with the Company, promptly after the Business
Day following the Purchase Date or Fundamental Change Purchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Article 6
of the Base Indenture).



                                       26


                                   Article 4
                                Events Of Default

      Section 4.01. Events of Default. Each of the following shall constitute an
Event of Default with respect to the Senior Notes:

      (a) the Company fails to convert any portion of the principal amount of
any Senior Note into Common Stock or cash in lieu thereof for ten (10) days
following the exercise by the Holder of the right to convert such Senior Note
into Common Stock pursuant to and in accordance with Article 5 hereof;

      (b) the Company defaults in its obligation to repurchase any Senior Note,
or any portion thereof, upon the exercise by the Holder of such Holder's right
to require the Company to purchase such Senior Notes pursuant to and in
accordance with Section 3.06 or 3.07 hereof;

      (c) the Company defaults in its obligation to redeem any Senior Note, or
any portion thereof, called for redemption by the Company pursuant to and in
accordance with Section 3.01 hereof;

      (d) the Company defaults in the payment of the principal amount of any
Senior Note when the same becomes due and payable at its Stated Maturity;

      (e) the Company defaults in the payment of any Interest on the Senior
Notes when due and payable, and continuance of such default for a period of 30
days;

      (f) the Company fails to comply with any of its agreements or covenants in
the Senior Notes or the Indenture (other than those referred to in clause (a)
through clause (e) above) and such failure continues for 60 days after receipt
by the Company of a Notice of Default;

      (g) a failure to pay when due at maturity or a default, event of default
or other similar condition or event (however described) that results in the
acceleration of maturity of any indebtedness for borrowed money of the Company
or any Designated Subsidiary in an aggregate amount of $50 million or more,
unless the acceleration is rescinded, stayed or annulled within 30 days after
written notice of default is given to the Company by the Trustee or Holders of
not less than 25% in aggregate principal amount of the Senior Notes then
outstanding;

      (h) the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company or any of its Designated
Subsidiaries or any group of two or more Subsidiaries that, taken as a whole,
would constitute a Designated Subsidiary, in an involuntary case or proceeding
under any applicable bankruptcy, insolvency, reorganization or other similar law



                                       27


or (ii) a decree or order adjudging the Company or any of its Designated
Subsidiaries or any group of two or more Subsidiaries that, taken as a whole,
would constitute a Designated Subsidiary, a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any of its Designated
Subsidiaries or any group of two or more Subsidiaries that, taken as a whole,
would constitute a Designated Subsidiary, under any applicable law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; and

      (i) the commencement by the Company or any of its Designated Subsidiaries
or any group of two or more Subsidiaries that, taken as a whole, would
constitute a Designated Subsidiary, of a voluntary case or proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by the Company or any of its Designated Subsidiaries or any group of two
or more Subsidiaries that, taken as a whole, would constitute a Designated
Subsidiary, to the entry of a decree or order for relief in respect of the
Company or any of its Designated Subsidiaries or any group of two or more
Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary,
in an involuntary case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against the Company, or the filing
by the Company or any of its Designated Subsidiaries or any group of two or more
Subsidiaries that, taken as a whole, would constitute a Designated Subsidiary,
of a petition or answer or consent seeking reorganization or relief under any
applicable law, or the consent by the Company to the filing of such petition or
to the appointment of or the taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or the making by the Company
or any of its Designated Subsidiaries or any group of two or more Subsidiaries
that, taken as a whole, would constitute a Designated Subsidiary, of an
assignment for the benefit of creditors, or the admission by the Company or any
of its Designated Subsidiaries or any group of two or more Subsidiaries that,
taken as a whole, would constitute a Designated Subsidiary, in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any of its Subsidiaries that is a Designated
Subsidiary or any group of two or more Subsidiaries that, taken as a whole,
would constitute a Designated Subsidiary, expressly in furtherance of any such
action.

      For the avoidance of doubt, clause (f) above shall not constitute an Event
of Default until the Trustee notifies the Company, or the Holders of at least
25%



                                       28


in aggregate principal amount of the Senior Notes at the time outstanding notify
the Company and the Trustee, of such default and the Company does not cure such
default (and such default is not waived) within the time specified in clause (f)
above after actual receipt of such notice. Any such notice must specify the
default, demand that it be remedied and state that such notice is a "NOTICE OF
Default."

      The Trustee shall, within 90 days of the occurrence of an Event of
Default, give to the Holders of the Senior Notes notice of all uncured Events of
Defaults known to it and written notice of any event which with the giving of
notice or the lapse of time, or both, would become an Event of Default, its
status and what action the Company is taking or proposes to take with respect
thereto; provided, however, the Trustee shall be protected in withholding such
notice if it, in good faith, determines that the withholding of such notice is
in the best interest of such Holders, except in the case of an Event of Default
specified in clauses (a) through (e) of this Section 4.01.

      The Company shall furnish annually to the Trustee a statement as to the
fulfillment of the Company's obligation under the Indenture.

      Section 4.02. Acceleration. If an Event of Default (other than an Event of
Default specified in Section 4.01(h) or 4.01(i)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in aggregate
principal amount of the Senior Notes at the time outstanding by notice to the
Company and the Trustee, may declare the principal amount of the Securities and
any accrued and unpaid Interest, if any, on all the Senior Notes to be
immediately due and payable. Upon such a declaration, such accelerated amount
shall be due and payable immediately. If an Event of Default specified in
Section 4.01(h) or 4.01(i) occurs and is continuing, the principal amount of the
Senior Notes and any accrued and unpaid Interest, if any, on all the Senior
Notes shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. The Holders of a majority
in aggregate principal amount of the Senior Notes at the time outstanding, by
notice to the Trustee (and without notice to any other Holder) 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 principal amount of the Senior Notes and any
accrued and unpaid Interest, if any, that have become due solely as a result of
acceleration and if all amounts due to the Trustee under Section 6.07 of the
Base Indenture have been paid. No such rescission shall affect any subsequent
Event of Default or impair any right consequent thereto.



                                       29


                                   Article 5
                                   Conversion

      Section 5.01. Right to Convert. (a) Holders of the Senior Notes may not
convert their Senior Notes prior to February 17, 2005. On or after February 17,
2005, subject to and upon compliance with the provisions of this Article 5, a
Holder of any Senior Notes shall have the right, at such Holder's option, to
convert the principal amount of the Senior Notes, or any portion of such
principal amount which is a multiple of $1,000, at any time prior to the close
of business on the Stated Maturity into fully paid and nonassessable shares of
Common Stock (as such shares shall then be constituted) at the Conversion Rate
in effect at such time, by surrender of the Senior Notes so to be converted in
whole or in part, together with any required funds, only under the circumstances
described in this Section 5.01 and in the manner provided in Section 5.02.

      Notwithstanding any other provision of the Senior Notes or the Indenture,
all Holders' rights with respect to conversion of the Senior Notes and the
Company's obligation to deliver shares of Common Stock at the Conversion Rate
upon such conversion (the "CONVERSION OBLIGATION"), are subject, in their
entirety, to the Company's right, in its sole and absolute discretion, to elect
to satisfy such Conversion Obligation in any manner permitted pursuant to
Section 5.03.

      (b) On or after February 17, 2005, Senior Notes may be surrendered for
conversion into shares of Common Stock in integral multiples of $1,000 principal
amount during any fiscal quarter of the Company (and only during such fiscal
quarter), if the Closing Price of the Common Stock for at least 20 Trading Days
in the 30 consecutive Trading Day period ending on the last Trading Day of the
previous fiscal quarter is greater than or equal to 130% of the Conversion Price
in effect on that 30th Trading Day.

      (c) Any Senior Notes called for redemption under Article 3 hereof may be
surrendered for conversion into shares of Common Stock in integral multiples of
$1,000 principal amount at any time prior to the close of business on the
Business Day immediately preceding the Redemption Date, even if the Senior Notes
are not otherwise convertible at such time.

      (d) Senior Notes may be surrendered for conversion into shares of Common
Stock in integral multiples of $1,000 principal amount:

            (i) if the Company elects to distribute to all holders of Common
      Stock:

                  (A) rights or warrants entitling them to purchase, for a
            period expiring within 60 days of the date of such distribution,



                                       30


            Common Stock at less than the Closing Price of the Common Stock on
            the record date for such distribution or

                  (B) assets, debt securities or rights to purchase the
            Company's securities, which distribution has a per share value as
            determined by the Board of Directors exceeding 10% of the Closing
            Price of the Common Stock on the Trading Day immediately preceding
            the declaration date for such distribution

beginning on the date that the Company gives notice to the Holders of such
right, which shall not be less than 22 Business Days prior to the Ex-Dividend
Date for such distribution; Senior Notes may be surrendered for conversion at
any time thereafter until the earlier of the close of business on the Business
Day prior to the Ex-Dividend Date or the date the Company announces that such
dividend or distribution will not take place; provided that Holders shall not
have the right to surrender Senior Notes for conversion pursuant to this Section
5.01(d)(i) if they will otherwise participate in the distribution described
above without first converting Senior Notes into Common Stock; or

            (ii) if the Company is a party to a consolidation, merger or binding
      share exchange or transfer of all or substantially all of the Company's
      assets pursuant to which shares of Common Stock would be converted into
      cash, securities or other property, at any time from and after the date
      that 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 constitutes a Fundamental Change, until the Business Day
      immediately proceeding the applicable Fundamental Change Purchase Date)
      and, at the effective time of the transaction, the right to convert a
      Senior Note into shares of Common Stock shall be changed into a right to
      convert such Senior Note into the kind and amount of cash, securities or
      other property of the Company or another person that the Holder would have
      received if the Holder had converted such Senior Note immediately prior to
      applicable record date for the transaction.

      Upon determination that Holders are or will be entitled to convert the
Senior Notes, the Company shall disseminate a press release through Dow Jones &
Company, Inc. or Bloomberg Business News and publish such information on the
Company's Web site as soon as practicable, and the Company or its designated
agents shall promptly deliver to the Trustee and the Conversion Agent written
notice thereof. Any notice so given shall be conclusively presumed to have been
duly given, whether or not the Holder receives such notice.

      Section 5.02. Conversion Procedures. To convert a Senior Note, a Holder
must (a) complete and manually sign the Notice of Conversion or a facsimile of
the Notice of Conversion on the back of the Senior Note (the "NOTICE



                                       31


OF CONVERSION") or a facsimile thereof and have such notice delivered to the
Conversion Agent, (b) surrender the Senior Note to the Conversion Agent, (c)
furnish appropriate endorsements and transfer documents if required by the
Security Registrar or the Conversion Agent, (d) if required, pay all transfer or
similar taxes and (e) if required, pay funds equal to the Interest payable on
the next Interest Payment Date. To convert a beneficial interest in the Senior
Note, the Holder thereof must comply with clauses (c) through (e) of the
preceding sentence through the Depositary's procedures for conversion. The date
on which the Holder satisfies all of those requirements is the "CONVERSION
DATE."

      The Company will, on the Conversion Settlement Date, (i) pay the cash
component (including cash in lieu of any fraction of a share to which such
Holder would otherwise be entitled), if any, of the Conversion Settlement
Distribution determined pursuant to Section 5.03 to the Holder of a Senior Note
surrendered for conversion, or such Holder's nominee or nominees, and (ii)
issue, or cause to be issued, and deliver to the Conversion Agent or to such
Holder, or such Holder's nominee or nominees, certificates for the number of
full shares of Common Stock, if any, to which such Holder shall be entitled as
part of such Conversion Settlement Distribution (in the case of Senior Notes
held in book-entry form with the Depositary, shares shall be delivered in
accordance with the Depositary's customary procedures).

      The Person in whose name the Common Stock certificate is registered shall
be deemed to be a shareholder of record at the close of business on the
applicable Conversion Settlement Date; provided however, that if any such date
is a date when the stock transfer books of the Company are closed, such Person
shall be deemed a shareholder of record as of the next date on which the stock
transfer books of the Company are open.

      No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 5. On conversion of a Senior Note, any accrued and unpaid interest with
respect to such Senior Note that is attributable to the period from the Issue
Date to the Conversion Date shall not be cancelled, extinguished or forfeited
but rather shall be deemed paid in full to the Holder of such Senior Note
through the delivery of the Common Stock (together with the cash payment, if
any, in lieu of fractional shares), or cash or a combination of cash and Common
Stock in lieu thereof, in exchange for the Senior Note being converted pursuant
to the provisions hereof, and the fair market value of the Common Stock
(together with the cash payment, if any, in lieu of fractional shares), or cash
or a combination of cash and Common Stock in lieu thereof, shall be treated as
issued, to the extent thereof, first in exchange for any accrued and unpaid
interest attributable to the period from the Issue Date to the Conversion Date,
and the balance, if any, of such fair market value shall be treated as issued in
exchange for the principal amount of the Senior Note being converted pursuant to
the provisions hereof.



                                       32


Notwithstanding the preceding sentence, on conversion of a Senior Note during
the period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the close of business on the Business Day
immediately preceding such Interest Payment Date, the Holder on such Regular
Record Date shall receive the Interest payable on such Interest Payment Date.

      If a Holder converts more than one Senior Note at the same time, the
number of shares of Common Stock issuable upon the conversion shall be based on
the aggregate principal amount of Senior Notes converted.

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

      Senior Notes or portions thereof surrendered for conversion during the
period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the close of business on the Business Day
immediately preceding such Interest Payment Date shall be accompanied by payment
to the Company or its order, in New York Clearing House funds or other funds
acceptable to the Company, of an amount equal to the Interest payable on such
Interest Payment Date with respect to the principal amount of Senior Notes or
portions thereof being surrendered for conversion; provided that no such payment
need be made if (1) the Company has specified a Redemption Date that occurs
during the period from the close of business on a Regular Record Date to the
close of business on the Interest Payment Date to which such Regular Record Date
relates, (2) the Company has specified a Fundamental Change Purchase Date during
such period or (3) only to the extent of overdue Interest, any overdue Interest
exists on the Conversion Date with respect to the Senior Notes converted.

      Section 5.03. Payment of Cash in Lieu of Common Stock.

      (a) If a Holder elects to convert all or any portion of a Senior Note into
shares of Common Stock as set forth in Section 5.01 and the Company receives
such Holder's Notice of Conversion on or prior to the day that is 10 days prior
to the Stated Maturity, or with respect to Senior Notes called for redemption
pursuant to Article 3 hereof, the applicable Redemption Date (the "FINAL NOTICE
DATE"), the Company may choose to satisfy all or any portion of the Conversion
Obligation in cash. Upon such election, the Company will notify such Holder
through the Trustee of the dollar amount to be satisfied in cash (which must be
expressed either as 100% of the Conversion Obligation or as a fixed dollar
amount) at any time on or before the date that is two Business Days following
the Conversion Agent's receipt of the Notice of Conversion (such period, the
"CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any
portion of the shares of Common Stock otherwise issuable to the Holder, the
Holder may



                                       33


retract the Notice of Conversion at any time during the two Business Day period
beginning on the day after the final day of the Cash Settlement Notice Period
(the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a
Notice of Conversion shall be irrevocable) if the Company does not elect to
deliver cash in lieu of shares of Common Stock (other than cash in lieu of
fractional shares). If the Company elects to satisfy all or a portion of its
Conversion Obligations in cash and the Notice of Conversion has not been
retracted, then settlement (in cash or a combination of cash and shares) will
occur on the third Business Day following the Cash Settlement Averaging Period.
If the Company elects to satisfy the entire Conversion Obligation in shares of
Common Stock, then settlement will occur on the third Business Day following the
Conversion Date. With respect to any Notice of Conversion received by the
Company prior to the Final Notice Date and not retracted pursuant to this
Section 5.03(a), the "CONVERSION SETTLEMENT DISTRIBUTION" for any Senior Note
subject to such Notice of Conversion shall consist of cash, Common Stock or a
combination thereof, as selected by the Company as set forth below:

            (i) if the Company elects to satisfy the entire Conversion
      Obligation in shares of Common Stock, the Conversion Settlement
      Distribution shall be a number of shares of Common Stock for each $1,000
      principal amount of the Senior Notes to be converted equal to the
      Conversation Rate, plus cash for any fractional shares pursuant to Section
      5.04;

            (ii) if the Company elects to satisfy the entire Conversion
      Obligation in cash, the Conversion Settlement Distribution shall be cash
      for each $1,000 principal amount of the Senior Notes in an amount equal to
      the product of:

                  (A) the applicable Conversion Rate, and

                  (B) the average of the Closing Prices of the Common Stock for
            the 10 Trading Days beginning on the Trading Day immediately
            following the final day of the Conversion Retraction Period (the
            "CASH SETTLEMENT AVERAGING PERIOD"); and

            (iii) if the Company elects to satisfy a fixed portion (other than
      100%) of the Conversion Obligation in cash, the Conversion Settlement
      Distribution shall consist of such cash amount ("CASH AMOUNT") and a
      number of shares, for each $1,000 principal amount of the Senior Notes,
      equal to the applicable Conversion Rate minus the number of shares of
      Common Stock equal to the Cash Amount divided by the average Closing Price
      of the Common Stock during the Cash Settlement Averaging Period (plus cash
      for any fractional shares pursuant to Section 5.04); provided,



                                       34


      however, the number of shares of Common Stock shall not be less than zero.

      (b) At any time on or before any Final Notice Date, the Company will
notify the Trustee whether it intends to satisfy all or any portion of the
Conversion Obligation with respect to conversions of Senior Notes for which the
Company receives a Notice of Conversion after such Final Notice Date and the
dollar amount to be satisfied in cash (which must be expressed either as 100% or
as a fixed dollar amount). In such case, the applicable Conversion Settlement
Distribution will be computed in the same manner as set forth in clause (a)
above except that the Cash Settlement Averaging Period shall be the 10 Trading
Days beginning on the Trading Day following the Company's receipt of the Notice
of Conversion, and settlement (in cash or a combination of cash and shares) will
occur on the third Business Day following the final day of such Cash Settlement
Averaging Period (which date could be after Stated Maturity).

      (c) Notwithstanding anything to the contrary in the Indenture, at any time
prior to Stated Maturity, the Company may irrevocably elect, in its sole
discretion without the consent of the Holders of the Senior Notes, by notice to
the Trustee and the Holders of the Senior Notes, to satisfy a portion of the
Conversion Obligation for all Senior Notes for conversion after the date of such
election (the "ELECTION DATE") by paying in cash up to 100% of the principal
amount of the Senior Notes so converted. After making such an election, the
Company shall satisfy the remainder of the Conversion Obligation in Common
Stock, to the extent the Conversion Obligation exceeds the principal amount. In
the event that the Company receives a Notice of Conversion after the Election
Date: the Notice of Conversion will not be retractable; the Cash Settlement
Averaging Period shall be the 10 Trading Day period beginning on the day after
the Company's receipt of the Notice of Conversion; and the Conversion Settlement
Distribution for each $1,000 principal amount of the Senior Notes shall consist
of (i) such cash amount ("ELECTION AMOUNT") equal to the applicable Conversion
Rate multiplied by the average Closing Price of Common Stock during the Cash
Settlement Averaging Period (provided, however, that the Election Amount will
not be more than 100% of the principal amount of a Senior Note) and (ii) a
number of shares of Common Stock equal to the applicable Conversation Rate minus
the Election Amount divided by the average Closing Price of the Common Stock
during the Cash Settlement Averaging Period.

      Section 5.04. Fractional Shares. The Company shall not issue a fractional
share of Common Stock upon conversion of a Senior Note. Instead, the Company
will deliver cash for the current market value of the fractional share. The
current market value of a fractional share of Common Stock shall be determined,
to the nearest 1/1,000th of a share, by multiplying the Closing Price of a full
share of Common Stock on the Trading Day immediately preceding the



                                       35


Conversion Date by the fractional amount and rounding the product to the nearest
whole cent.

      Section 5.05. Taxes on Conversion. If a Holder converts a Senior Note,
the Company shall pay any documentary, stamp or similar issue or transfer taxes
due on the issue of shares of Common Stock upon such conversion. However, the
Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name. The Conversion Agent
may refuse to deliver the certificate representing the Common Stock being issued
in a name other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulation.

      Section 5.06. Reservation of Shares, Shares to be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock.

      (a) The Company shall provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares of
Common Stock to provide for the conversion of the Senior Notes from time to time
as such Senior Notes are presented for conversion.

      (b) Before taking any action which would cause an adjustment increasing
the Conversion Rate to an amount that would cause the Conversion Price to be
reduced below the then par value, if any, of the shares of Common Stock issuable
upon conversion of the Senior Notes, the Company will take all corporate action,
if any, which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Rate.

      (c) (i) The Company covenants that all shares of Common Stock which may be
issued upon conversion of Senior Notes will upon issue be fully paid and
nonassessable by the Company and, subject to the provisions of Section 5.05,
free from all taxes, liens and charges with respect to the issue thereof.

            (ii) The Company covenants that, if any shares of Common Stock to be
      provided for the purpose of conversion of Senior Notes hereunder require
      registration with or approval of any governmental authority under any
      federal or state law before such shares may be validly issued upon
      conversion, the Company will in good faith and expeditiously, to the
      extent then permitted by the rules and interpretations of the Securities
      and Exchange Commission (or any successor thereto), endeavor to secure
      such registration or approval, as the case may be.



                                       36

      (d) The Company further covenants that, if at any time the Common Stock
shall be listed on the New York Stock Exchange or any other national securities
exchange or automated quotation system, the Company will, if permitted by the
rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated
quotation system, all Common Stock issuable upon conversion of the Senior Note;
provided, however, that, if the rules of such exchange or automated quotation
system permit the Company to defer the listing of such Common Stock until the
first conversion of the Senior Notes into Common Stock in accordance with the
provisions of the Indenture, the Company covenants to list such Common Stock
issuable upon conversion of the Senior Notes in accordance with the requirements
of such exchange or automated quotation system at such time.

      Section 5.07. Adjustment of Conversion Rate. The Conversion Rate shall be
adjusted from time to time by the Company as follows:

      (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction,

            (i) the numerator of which shall be the sum of the number of shares
      of Common Stock outstanding at the close of business on the date fixed for
      the determination of stockholders entitled to receive such dividend or
      other distribution plus the total number of shares of Common Stock
      constituting such dividend or other distribution; and

            (ii) the denominator of which shall be the number of shares of
      Common Stock outstanding at the close of business on the date fixed for
      such determination,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If any dividend or
distribution of the type described in this Section 5.07(a) is declared but not
so paid or made, the Conversion Rate shall again be adjusted to the Conversion
Rate that would then be in effect if such dividend or distribution had not been
declared.

      (b) In case the Company shall issue rights or warrants to all holders of
its outstanding shares of Common Stock entitling them (for a period expiring
within sixty (60) days after the date fixed for determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase shares
of Common Stock at a price per share less than the Closing Price on the record
date for the distribution, the Conversion Rate shall be increased so that the
same shall


                                       37

equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the date fixed for determination of stockholders entitled
to receive such rights or warrants by a fraction,

            (i) the numerator of which shall be the number of shares of Common
      Stock outstanding on the date fixed for determination of stockholders
      entitled to receive such rights or warrants plus the total number of
      additional shares of Common Stock offered for subscription or purchase;
      and

            (ii) the denominator of which shall be the sum of the number of
      shares of Common Stock outstanding at the close of business on the record
      date fixed for determination of stockholders entitled to receive such
      rights or warrants plus the number of shares that the aggregate offering
      price of the total number of shares so offered would purchase at a price
      equal to the Closing Price as of the date immediately preceding the record
      date fixed for determination of stockholders entitled to receive such
      rights or warrants.

      Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such date fixed for the determination of stockholders entitled to
receive such rights or warrants had not been fixed. In determining whether any
rights or warrants entitle the holders to subscribe for or purchase shares of
Common Stock at a price less than the Closing Price on the record date for the
distribution, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received by
the Company for such rights or warrants and any amount payable on exercise or
conversion thereof, the value of such consideration, if other than cash, to be
determined by the Board of Directors.

      (c) In case outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening


                                       38

of business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

      (d) (A) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock, evidences
of indebtedness or assets, including securities, but excluding (x) any dividend
or distribution or issuance referred to in Section 5.07(a) or (b) and (y) any
dividend or distribution paid exclusively in cash (any of the foregoing
hereinafter in this Section 5.07(d) called the "DISTRIBUTED ASSETS OR
SECURITIES"), then, in each such case, the Conversion Rate shall be increased so
that the same shall be equal to the rate determined by multiplying the
Conversion Rate in effect on the Regular Record Date with respect to such
distribution by a fraction,

            (i) the numerator of which shall be the Current Market Price on such
      Regular Record Date; and

            (ii) the denominator of which shall be the Current Market Price on
      such Regular Record Date less the Fair Market Value (as determined by the
      Board of Directors, whose determination shall be conclusive, and described
      in a resolution of the Board of Directors) on the Regular Record Date of
      the portion of the Distributed Assets or Securities so distributed
      applicable to one share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such Regular Record Date. If such dividend or distribution
is not so paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared. If the Board of Directors determines the Fair Market
Value of any distribution for purposes of this Section 5.07(d) by reference to
the actual or when issued trading market for any securities, it must in doing so
consider the prices in such market over the same period used in computing the
Current Market Price on the applicable Regular Record Date.

      Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 5.07 (and no adjustment to the Conversion Rate under
this Section 5.07 will be required) until the occurrence of the earliest Trigger
Event, whereupon


                                       39

such rights and warrants shall be deemed to have been distributed and an
appropriate adjustment (if any is required) to the Conversion Rate shall be made
under this Section 5.07(d). If any such right or warrant, including any such
existing rights or warrants distributed prior to the date of the Indenture, are
subject to events, upon the occurrence of which such rights or warrants become
exercisable to purchase different securities, evidences of indebtedness or other
assets, then the date of the occurrence of any and each such event shall be
deemed to be the date of distribution and record date with respect to new rights
or warrants with such rights (and a termination or expiration of the existing
rights or warrants without exercise by any of the holders thereof). In addition,
in the event of any distribution (or deemed distribution) of rights or warrants,
or any Trigger Event or other event (of the type described in the preceding
sentence) with respect thereto that was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Rate under this
Section 5.07 was made, (1) in the case of any such rights or warrants that shall
all have been redeemed or repurchased without exercise by any holders thereof,
the Conversion Rate shall be readjusted upon such final redemption or repurchase
to give effect to such distribution or Trigger Event, as the case may be, as
though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder or holders of Common Stock with respect to
such rights or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Common Stock as of the date of such redemption
or repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise thereof, the Conversion Rate shall
be readjusted as if such expired or terminated rights and warrants had not been
issued.

      For purposes of this Section 5.07(d) and Section 5.07(a) and (b), any
dividend or distribution to which this Section 5.07(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock described in Section 5.07(b) (or both), shall be
deemed instead to be (1) a dividend or distribution of the evidences of assets,
debt securities or shares of capital stock other than such shares of Common
Stock or rights or warrants (and any Conversion Rate adjustment required by this
Section 5.07(d) with respect to such dividend or distribution shall then be
made) immediately followed by (2) a dividend or distribution of such shares of
Common Stock or such rights or warrants (and any further Conversion Rate
adjustment required by Sections 5.07(a) and 5.07(b) with respect to such
dividend or distribution shall then be made), except (A) the Regular Record Date
of such dividend or distribution shall be substituted as "the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution", "the date fixed for the determination of stockholders entitled to
receive such rights or warrants" and "the date fixed for such determination"
within the meaning of Section 5.07(a) and 5.07(b) and (B) any shares of Common
Stock included in such dividend or distribution shall not be deemed "outstanding


                                       40

at the close of business on the date fixed for such determination" within the
meaning of Section 5.07(a).

      (B) If 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, the Conversion Rate shall be increased so that the same shall be
equal to the rate determined by multiplying the Conversion Rate in effect on the
Regular Record Date with respect to such distribution by a fraction,

            (i) the numerator of which shall be the sum of (A) the average of
      the Closing Prices of the Common Stock for the ten (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
      New York Stock Exchange or such other national or regional exchange or
      market which such securities are then listed or quoted (the "EX-DIVIDEND
      TIME") plus (B) the fair market value of the securities distributed in
      respect of each share of Common Stock for which this Section applies
      (which shall equal the number of securities distributed in respect of each
      share of Common Stock multiplied by the average of the Closing Prices of
      those securities distributed for the ten (10) Trading Days commencing on
      and including the fifth Trading Day after the Ex-Dividend Time); and

            (ii) the denominator of which shall be the average of the Closing
      Prices of the Common Stock for the ten (10) Trading Days commencing on and
      including the fifth Trading Day after the Ex-Dividend Time,

such adjustment to become effective immediately prior to the opening of business
on the day following fifteenth Trading Day after the Ex-Dividend Time. As used
in this Section 5.07(d)(B), the "Closing Price" for any securities distributed
with respect to the Common Stock shall be determined in the same manner (to the
extent possible) as set forth in the definitions of "Closing Price" except that
references to the term "Common Stock" in such definition shall be replaced with
"the distributed securities referred to in Section 5.07(d)(B)".

      (e) In case the Company shall, by dividend or otherwise, make
distributions consisting exclusively of cash to all holders of its Common Stock,
excluding any dividend in connection with our liquidation, dissolution or
winding up or any cash dividend on the Common Stock to the extent that the
aggregate cash dividend per share of Common Stock in any quarter does not exceed
$0.16 (the "DIVIDEND THRESHOLD AMOUNT") (the Dividend Threshold Amount shall be
subject to adjustment on an inversely proportional basis whenever the Conversion
Rate is adjusted, provided that no adjustment will be made to the Dividend


                                       41

Threshold Amount for any adjustment to the Conversion Rate pursuant to this
clause (e)) then, in each such case, the Conversion Rate shall be increased so
that the same shall equal the rate determined by multiplying the Conversion Rate
in effect immediately prior to the close of business on the record date by a
fraction,

            (i) the numerator of which shall be the Current Market Price on such
      record date; and

            (ii) the denominator of which shall be the Current Market Price on
      such record date minus the amount of cash so distributed applicable to one
      share of Common Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following the record date; provided that if the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the record date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right to receive upon conversion the amount of cash such holder would have
received had such holder converted each Senior Note on the Regular Record Date.
If such dividend or distribution is not so paid or made, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would then be in effect
if such dividend or distribution had not been declared. If any adjustment is
required to be made as set forth in this Section 5.07(e) as a result of a
distribution that is a quarterly dividend, such adjustment shall be based upon
the amount by which such distribution exceeds the Dividend Threshold Amount. If
an adjustment is required to be made as set forth in this Section 5.07(e) above
as a result of a distribution that is not a quarterly dividend, such adjustment
shall be based upon the full amount of the distribution.

      (f) In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of consideration per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors)
that as of the last time (the "EXPIRATION TIME") tenders or exchanges may be
made pursuant to such tender or exchange offer (as it may be amended) exceeds
the Closing Price of a share of Common Stock on the Trading Day next succeeding
the Expiration Time, the Conversion Rate shall be increased so that the same
shall equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the Expiration Time by a fraction,

            (i) the numerator of which shall be the sum of (x) the Fair Market
      Value (determined as aforesaid) of the aggregate consideration payable to
      stockholders based on the acceptance (up to any maximum


                                       42

      specified in the terms of the tender or exchange offer) of all shares
      validly tendered or exchanged and not withdrawn as of the Expiration Time
      (the shares deemed so accepted up to any such maximum, being referred to
      as the "PURCHASED SHARES") and (y) the product of the number of shares of
      Common Stock outstanding (less any Purchased Shares) at the Expiration
      Time and the Closing Price of a share of Common Stock on the Trading Day
      next succeeding the Expiration Time; and

            (ii) the denominator of which shall be the product of the number of
      shares of Common Stock outstanding (including any Purchased Shares) at the
      Expiration Time and the Closing Price of a share of Common Stock on the
      Trading Day next succeeding the Expiration Time.

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

            (i) the numerator of which shall be the sum of (x) the Fair Market
      Value (determined as aforesaid) of the aggregate consideration payable to
      stockholders based on the acceptance (up to any maximum specified in the
      terms of the tender or exchange offer) of all shares validly tendered or
      exchanged and not withdrawn as of the Expiration Time and (y) the product
      of the number of shares of Common Stock outstanding (less any Purchased
      Shares) at the Expiration Time and the Closing Price of a share of Common
      Stock on the Trading Day next succeeding the Expiration Time; and

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

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. If such Person is obligated to
purchase


                                       43

shares pursuant to any such tender or exchange offer, but such Person is
permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Price shall again be adjusted to be
the Conversion Price that would then be in effect if such tender or exchange
offer had not been made. Notwithstanding the foregoing, the adjustment described
in this Section 5.07(g) shall not be made if, as of the Expiration Time, the
offering documents with respect to such offer disclose a plan or intention to
cause the Company to engage in any transaction described in Article 5.

      (h) In any case in which this Section 5.07 shall require that an
adjustment be made immediately following a record date established for purposes
of Section 5.07, the Company may elect to defer (but only until five Business
Days following the filing by the Company with the Trustee of the certificate
described in Section 5.07) issuing to the holder of any Senior Note converted
after such record date the shares of Common Stock and other Capital Stock of the
Company issuable upon such conversion over and above the shares of Common Stock
and other Capital Stock of the Company issuable upon such conversion only on the
basis of the Conversion Price prior to adjustment; and, in lieu of the shares
the issuance of which is so deferred, the Company shall issue or cause its
transfer agents to issue due bills or other appropriate evidence of the right to
receive such shares. In the event of Sections 5.07(e) or 5.07(f), in no event
will the Conversion Rate exceed 25.0250 shares of Common Stock per $1,000
principal amount of the Senior Notes, subject to adjustment from Sections
5.07(a) through 5.07(d) and 5.07(g). For purposes of this Section 5.07, the
following terms shall have the meaning indicated:

            (i) CURRENT MARKET PRICE" of the Common Stock on any day means the
      average of the Closing Prices per share of the Common Stock for each of
      the ten (10) consecutive Trading Days ending on the earlier of the day in
      question and the day before the "Ex-Dividend Date" with respect to the
      issuance or distribution requiring such computation.

If another issuance, distribution, subdivision or combination to which Section
5.07 applies occurs during the period applicable for calculating "CURRENT MARKET
PRICE" pursuant to the definition in the preceding paragraph, "CURRENT MARKET
PRICE" shall be calculated for such period in a manner determined by the Board
of Directors to reflect the impact of such issuance, distribution, subdivision
or combination on the Closing Price of the Common Stock during such period.

            (ii) "FAIR MARKET VALUE" shall mean the amount which a willing buyer
      would pay a willing seller in an arm's-length transaction.

            (iii) "REGULAR RECORD DATE" shall mean, with respect to any
      dividend, distribution or other transaction or event in which the holders
      of Common Stock have the right to receive any cash, securities or other


                                       44

      property or in which the Common Stock (or other applicable security) is
      exchanged for or converted into any combination of cash, securities or
      other property, the date fixed for determination of stockholders entitled
      to receive such cash, securities or other property (whether such date is
      fixed by the Board of Directors or by statute, contract or otherwise).

      (i) The Company may make such increases in the Conversion Rate in addition
to those required by Section 5.07(a), (b), (c), (d), (e), (f) or (g) as the
Board of Directors considers to be advisable to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

      To the extent permitted by applicable law, the Company from time to time
may increase the Conversion Rate by any amount for any period of time if the
period is at least twenty (20) days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail to Holders a notice of the increase
at least fifteen (15) days prior to the date the increased Conversion Rate takes
effect, and such notice shall state the increased Conversion Rate and the period
during which it will be in effect.

      (j) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such rate; provided that any adjustments that by reason of this Section 5.07(j)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article 5 shall be made
by the Company and shall be made to the nearest cent or to the nearest one-ten
thousandth (1/10,000) of a share, as the case may be. To the extent the Senior
Notes become convertible into cash, assets or property, subject to Section 5.10,
no adjustment need be made thereafter as to the cash, assets or property.
Interest will not accrue on any cash into which the Senior Notes are
convertible.

      (k) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Trust Officer of the Trustee or an Officer of the
Conversion Agent shall have received such Officers' Certificate, the Trustee or
Conversion Agent, as the case may be, shall not be deemed to have knowledge of
any adjustment of the Conversion Rate and may assume that the last Conversion
Rate of which it has knowledge is still in effect. Promptly after delivery of
such certificate, the Company shall disseminate a press release through Dow
Jones &


                                       45

Company, Inc. or Bloomberg Business News and publish such information on the
Company's Web site setting forth the adjusted Conversion Rate, the date on which
each adjustment becomes effective, and a brief statement of the facts requiring
such adjustment.

      (l) In any case in which this Section 5.07 provides that an adjustment
shall become effective immediately after (1) a record date or Regular Record
Date for an event, (2) the date fixed for the determination of stockholders
entitled to receive a dividend or distribution pursuant to Section 5.07(a), (3)
a date fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 5.07(b), or (4) the Expiration Time for any tender
or exchange offer pursuant to Section 5.07(f) (each a "DETERMINATION DATE"), the
Company may elect to defer until the occurrence of the applicable Adjustment
Event (as hereinafter defined) (x) issuing to the holder of any Senior Note
converted after such Determination Date and before the occurrence of such
Adjustment Event, the additional shares of Common Stock or other securities
issuable upon such conversion, or cash in lieu thereof, by reason of the
adjustment required by such Adjustment Event over and above the Common Stock
issuable upon such conversion, or cash in lieu thereof, before giving effect to
such adjustment and (y) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 5.04. For purposes of this Section 5.07(l), the
term "ADJUSTMENT EVENT" shall mean:

            (i) in any case referred to in clause (1) hereof, the occurrence of
      such event,

            (ii) in any case referred to in clause (2) hereof, the date any such
      dividend or distribution is paid or made,

            (iii) in any case referred to in clause (3) hereof, the date of
      expiration of such rights or warrants, and

            (iv) in any case referred to in clause (4) hereof, the date a sale
      or exchange of Common Stock pursuant to such tender or exchange offer is
      consummated and becomes irrevocable.

      (m) For purposes of this Section 5.07, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company, unless such treasury shares participate in any distribution or
dividend that requires an adjustment pursuant to this Section 5.07, but shall
include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.

      Section 5.08. When No Adjustment Required. No adjustment to the Conversion
Rate need be made:


                                       46

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

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

      (c) upon the issuance of any shares of Common Stock pursuant to any
option, warrant, right, or exercisable, exchangeable or convertible security not
described in paragraph (b) above and outstanding as of the date of this
Supplemental Indenture;

      (d) for a change in the par value or no par value of the Common Stock; or

      (e) for accrued and unpaid interest.

      Section 5.09. Notice of Certain Transactions. In the event that:

            (i) the Company takes any action that requires a supplemental
      indenture pursuant to Section 5.10; or

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

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least fifteen days before such date. Failure to mail such notice
or any defect therein shall not affect the legality or validity of any
transaction referred to in clause (i) or (ii) of this Section 5.09.

      Section 5.10. Effect of Reclassification, Consolidation, Merger or Sale on
Conversion Privilege. If any of the following events occur, namely (i) any
reclassification or change of the outstanding shares of Common Stock (other than
a subdivision or combination to which Section 5.07(c) applies), (ii) any
consolidation, merger, binding share exchange or combination of the Company with
another Person as a result of which holders of Common Stock shall be entitled to
receive stock, other securities or other property or assets (including cash)
with respect to or in exchange for such Common Stock, or (iii) any sale or
transfer of all or substantially all of the properties and assets of the Company
to any other Person as a result of which holders of Common Stock shall be
entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the


                                       47

successor or purchasing Person, as the case may be, shall execute with the
Trustee a supplemental indenture (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture)
providing that each Senior Note shall be convertible into the kind and amount of
shares of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger, binding
share exchange, combination, sale or transfer by a holder of a number of shares
of Common Stock issuable upon conversion of such Senior Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock are
available to convert all such Senior Notes) immediately prior to such
reclassification, change, consolidation, merger, combination, binding share
exchange, sale or transfer assuming such holder of Common Stock did not exercise
his rights of election, if any, as to the kind or amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, binding share exchange,
combination, sale or transfer (provided that, if the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
transfer is not the same for each share of Common Stock in respect of which such
rights of election shall not have been exercised ("NON-ELECTING SHARE"), then
for the purposes of this Section 5.10 the kind and amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, binding share exchange,
combination, sale or transfer for each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the non-electing
shares). Such supplemental indenture shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Article 5.

      The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder of Senior Notes, at its address appearing
on the Security Register, within twenty (20) days after execution thereof and
shall issue a press release containing such information and publish such
information on its website on the World Wide Web. Failure to deliver such notice
shall not affect the legality or validity of such supplemental indenture.

      The above provisions of this Section 5.10 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, binding share
exchanges, combinations, sales and transfers.

      If this Section 5.10 applies to any event or occurrence, Section 5.07
shall not apply.

      Section 5.11. Trustee's Disclaimer. The Trustee shall have no duty to
determine when an adjustment under this Article 5 should be made, how it should
be made or what such adjustment should be, but may accept as conclusive


                                       48

evidence of that fact or the correctness of any such adjustment, and shall be
protected in relying upon, an Officers' Certificate including the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.07(k). The Trustee makes no representation as to
the validity or value of any securities or assets issued upon conversion of
Senior Notes, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article 5.

      The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.10, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.07(k).

      Section 5.12. Rights Issued in Respect of Common Stock Issued upon
Conversion. Each share of Common Stock issued upon conversion of Senior Notes
pursuant to this Article 5 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, as the case may be (the
"RIGHTS"), if any, that shares of Common Stock are entitled to receive 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 any
shareholder rights agreement adopted by the Company, as the same may be amended
from 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 Senior Notes 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 5, there shall not
be any adjustment to the conversion privilege or Conversion Rate as a result of
the issuance of Rights, but an adjustment to the Conversion Rate shall be made
pursuant to Section 5.07(d) upon the separation of the Rights from the Common
Stock. The Conversion Rate shall be readjusted in the event of the expiration,
termination or redemption of the Rights prior to conversion of Senior Notes.

      Section 5.13. Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Article 5 shall be
conclusive, absent mathematical error.

      Section 5.14. Conversion Provisions in Base Indenture. The provisions in
this Article 5 shall supersede and replace in their entirety the provisions set
forth in Sections 14.02 through and including 14.11 of the Base Indenture.


                                       49

                                   ARTICLE 6
                                   Amendments

      Section 6.01. Without Consent of Holders. The Company and the Trustee may
amend the Indenture or the Senior Notes without the consent of any
Securityholder to:

            (a) add to the covenants of the Company for the benefit of the
      Holders of Senior Notes;

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

            (c) provide for conversion rights of Holders of Senior Notes if any
      reclassification or change of the Common Stock or any consolidation,
      merger or sale of all or substantially all of the Company's assets occurs;
      (d) provide for the assumption of the Company's obligations to the Holders
      of Senior Notes in the case of a merger, consolidation, conveyance,
      transfer or lease or the release of the predecessor;

            (d) provide for the assumption of the Company's obligations to the
      Holders of Senior Notes in the case of a merger, consolidation,
      conveyance, transfer or lease or the release of the predecessor;

            (e) increase the Conversion Rate; provided, however, that such
      increase in the Conversion Rate shall not adversely affect the interests
      of the Holders of Senior Notes (after taking into account tax and other
      consequences of such increase);

            (f) comply with the requirements of the SEC in order to effect or
      maintain the qualification of the Indenture under the TIA; and

            (g) cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein or which
      is otherwise defective, or to make, add or modify any other provisions
      with respect to matters or questions arising under the Indenture which the
      Company may deem necessary or desirable and which shall not be
      inconsistent with the provisions of the Indenture; provided, however, that
      such action pursuant to this clause (g) does not, in the good faith
      opinion of the Board of Directors of the Company (as evidenced by a Board
      Resolution) and the Trustee, adversely affect the interests of the Holders
      of Senior Notes in any material respect.

      Section 6.02. With Consent of Holders. Except as provided below in this
Section 6.02, the Indenture or the Senior Notes may be amended, modified or
supplemented, and noncompliance in any particular instance with any provision of
the Indenture or the Senior Notes may be waived, in each case with the written


                                       50

consent of the Holders of at least a majority of the principal amount of the
Senior Notes at the time outstanding.

      Without the written consent or the affirmative vote of each Holder of
Senior Notes affected thereby, an amendment, supplement or waiver under this
Section 6.02 may not:

            (a) change the maturity of any Senior Note, or the payment date of
      any installment of Interest payable on any Senior Note;

            (b) reduce the principal amount of, or the Interest, payable on, or
      the Redemption Price, Purchase Price or Fundamental Change Purchase Price
      of, any Senior Note;

            (c) change the currency of any amount owed or owing under the Senior
      Notes or any Interest thereon from U.S. Dollars;

            (d) alter or otherwise modify the rate of Interest on any Senior
      Note, or the manner of calculation thereof, or extend time for payment of
      any amounts due and payable to the Holders of the Senior Notes;

            (e) impair the right of any Holder to institute suit for the
      enforcement of any payment or with respect to, or conversion of, any
      Senior Note;

            (f) modify the Company's obligation to maintain an office or agency
      in New York City;

            (g) adversely affect the purchase right of the Holders of the Senior
      Notes as provided in Article 3 or the right of the Holders of the Senior
      Notes to convert any Senior Note as provided in Article 5, except as
      otherwise permitted by the Indenture;

            (h) modify the redemption provisions of Article 3 in a manner
      adverse to the Holders of the Senior Notes;

            (i) modify any of the provisions of this Section, or reduce the
      percentage of the aggregate principal amount of outstanding Senior Notes
      required to amend, modify or supplement the Indenture or the Senior Notes
      or waive an Event of Default, except to provide that certain other
      provisions of the Indenture cannot be modified or waived without the
      consent of the Holder of each outstanding Senior Note affected thereby; or

            (j) reduce the percentage of the aggregate principal amount of the
      outstanding Senior Notes the consent of whose Holders is required for any
      such supplemental indenture entered into in accordance with this


                                       51

      Section 6.02 or the consent of whose Holders is required for any waiver
      provided for in the Indenture.

      It shall not be necessary for the consent of the Holders under this
Section 6.02 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 6.02 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment.

      Nothing in this Section 6.02 shall impair the ability of the Company and
the Trustee to amend the Indenture or the Senior Notes without the consent of
any Holder to provide for the assumption of the Company's obligations to the
Holders of Senior Notes in the case of a merger, consolidation, conveyance,
transfer or lease pursuant to Article 8 of the Base Indenture.

      Section 6.03. Execution and Effect of Amendments. (a) In executing, or
accepting the additional trusts created by, any amendment or supplement
permitted by this Article or the modifications thereby of the trusts created by
the Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01 of the Base Indenture) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such amendment or supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such amendment or supplemental
indenture, as the case may be, which affects the Trustee's own rights, duties or
immunities under the Indenture or otherwise.

      (b) Upon the execution of any amendment or supplemental indenture under
this Article, the Indenture shall be modified in accordance therewith, and such
amendment or supplemental indenture, as the case may be, shall form a part of
the Indenture for all purposes; and every Holder of Senior Notes theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

      (c) Every amendment or supplemental indenture executed pursuant to this
Article shall conform to the requirements of the TIA.

      (d) Senior Notes authenticated and delivered after the execution of any
amendment or 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 amendment or supplemental indenture. If the
Company shall so determine, new Senior Notes so modified as to conform, in the
opinion of the Trustee and the Company, to any such amendment or supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Senior Notes.


                                       52

                                    ARTICLE 7
                                  Miscellaneous

      Section 7.01. Ratification of Indenture. The Indenture, as supplemented by
this Supplemental Indenture, is in all respects ratified and confirmed, and this
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.

      Section 7.02. Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

      Section 7.03. New York Law to Govern. THIS SUPPLEMENTAL INDENTURE AND EACH
SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

      Section 7.04. Separability. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Senior Notes shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then, to
the extent permitted by law, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture or of the
Senior Notes, but this Supplemental Indenture and the Senior Notes shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

      Section 7.05. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


                                       53

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

                                    FLUOR CORPORATION

                                    By: /s/ J. M. Oliva
                                       ----------------------------------
                                       Name:  J. M. Oliva
                                       Title: Vice President & Treasurer


                                    THE BANK OF NEW YORK, as Trustee

                                    By: /s/ Stacey B. Poindexter
                                       ----------------------------------
                                       Name:  Stacey B. Poindexter
                                       Title: Assistant Treasurer

                                                                       EXHIBIT A

                      [FORM OF FACE OF GLOBAL SENIOR NOTE]

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

      TRANSFERS OF THIS GLOBAL SENIOR NOTE SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SENIOR NOTE SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                      A-1

                                FLUOR CORPORATION

                     1.50% Convertible Senior Notes due 2024

No.                                                                 $300,000,000
CUSIP No.

      FLUOR CORPORATION, a corporation duly organized and existing under the
laws of Delaware (herein called the "COMPANY," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of Three
Hundred Million Dollars ($300,000,000) on February 15, 2024 and to pay Interest
thereon from February 17, 2004 or from the most recent Interest Payment Date to
which Interest has been paid or duly provided for, semi-annually on February 15
and August 15 in each year, commencing August 15, 2004, at the rate of 1.50% per
annum, until the principal hereof is paid or made available for payment. The
Interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture and except as otherwise
provided therein, be paid to the Person in whose name this Senior Note (or one
or more Predecessor Senior Notes) is registered at the close of business on the
Record Date for such interest, which shall be February 1 or August 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such Interest not so punctually paid or duly provided for ("Defaulted
Interest") will forthwith cease to be payable to the Holder on such Record Date
and may either be paid to the Person in whose name this Senior Note (or one or
more Predecessor Senior Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Senior Notes not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Senior Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

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

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


                                       A-2


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

Dated:                              FLUOR CORPORATION


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


                                       A-3



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

The Bank of New York, as Trustee, certifies that this is one of the Senior Notes
referred to in the within-mentioned Indenture.

By:
    --------------------------------------
            Authorized Signatory

Dated:
       ---------------------


                                       A-4


                                FLUOR CORPORATION
                     1.50% Convertible Senior Notes due 2024

      This Senior Note is one of a duly authorized issue of 1.50% Convertible
Senior Notes due 2024 of the Company (herein called the "SENIOR NOTES"), issued
under an Indenture, dated as of February 17, 2004 (the "BASE INDENTURE"),
between the Company and The Bank of New York, as Trustee (herein called the
"TRUSTEE", which term includes any successor trustee under the Indenture), as
supplemented by that certain First Supplemental Indenture, dated as of February
17, 2004, between the Company and the Trustee (the "SUPPLEMENTAL INDENTURE" and,
together with the Base Indenture, the "INDENTURE") and reference is hereby made
to the Indenture and all indentures supplemental thereto for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Senior Notes and of the terms
upon which the Senior Notes are, and are to be, authenticated and delivered.
This Senior Note is one of the series designated on the face hereof.

1.    INTEREST.

      The Senior Notes shall bear interest on the principal amount thereof at a
rate of 1.50% per annum (the "INTEREST").

      Except as otherwise provided below or in the Indenture, Interest will be
payable semi-annually on each Interest Payment Date to Holders at the close of
business on the preceding Record Date. Interest will be computed on the basis of
a 360-day year comprised of twelve 30-day months.

      The Company will pay Interest to a person other than the Holder of record
on the Record Date if the Company elects to redeem the Senior Notes on a date
that is after a Record Date but prior to the corresponding Interest Payment
Date. In that instance, the Company will pay accrued and unpaid Interest, if
any, on the Senior Notes being redeemed to, but not including, the Redemption
Date to the same person to whom it will pay the principal of those Senior Notes.

2.    METHOD OF PAYMENT.

      The Company shall pay Interest on this Global Senior Notes to DTC in
immediately available funds.

      Subject to the terms and conditions of the Indenture, the Company will
make payments in cash or, in certain cases specified in the Indenture, in cash,
shares of Common Stock or a combination thereof, as the case may be, in respect
of Redemption Prices, Purchase Prices, Fundamental Change Purchase Prices and at
Stated Maturity to Holders who surrender Senior Notes to a Paying Agent to
collect such payments in respect of the Senior Notes. The Company will pay cash
amounts in money of the United States that at the time of payment is legal
tender for payment of public and private debts.


                                       A-5


3.    [RESERVED]

4.    INDENTURE.

      The Senior Notes are general unsecured obligations of the Company limited
to $300,000,000 aggregate principal amount (up to $330,000,000 aggregate
principal amount if the Underwriters' option set forth in the Underwriting
Agreement is exercised in full). The Indenture does not limit other indebtedness
of the Company, secured or unsecured.

5.    REDEMPTION AT THE OPTION OF THE COMPANY.

      No sinking fund is provided for the Senior Notes. Subject to the terms and
conditions of the Indenture, the Senior Notes are redeemable for cash at the
option of the Company, in whole or in part, at any time or from time to time on
or after February 16, 2009 upon not less than 30 nor more than 60 days' notice
by mail to each Holder of Senior Notes to be redeemed at the Holder's registered
address, for a redemption price equal to the principal amount of the Senior
Notes called for redemption plus accrued and unpaid Interest, if any, on those
Senior Notes up to (but excluding) the Redemption Date (the "REDEMPTION PRICE").
At the Company's request, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense, provided that the Company makes
such request at least seven Business Days (or such shorter period as may be
satisfactory to the Trustee) prior to the date by which such notice of
redemption must be given to Holders in accordance with the Indenture. If money
sufficient to pay the Redemption Price of all Senior Notes (or portions thereof)
to be redeemed on the Redemption Date is deposited with the Paying Agent prior
to 10:00 a.m., New York City time, on the Redemption Date, immediately on and
after such Redemption Date, Interest, if any, will cease to accrue on such
Senior Notes or portions thereof. Senior Notes in denominations larger than
$1,000 principal amount may be redeemed in part but only in integral multiples
of $1,000 of principal amount.

      In no event will any Senior Note be redeemable before February 16, 2009.

6.    PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER.

      Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, all or any portion of
the Senior Notes held by such Holder on February 15, 2009, February 15, 2014 and
February 15, 2019 in integral multiples of $1,000 at a Purchase Price equal to
the principal amount of those Senior Notes plus accrued and unpaid Interest, if
any, on those Senior Notes up to (but excluding) the Purchase Date. To exercise
such right, a Holder shall deliver to the Paying Agent a Purchase Notice
containing the information set forth in the Indenture, at any time from the
opening of business on the date that is 22 Business Days prior to such Purchase
Date until the close of


                                       A-6


business on the Business Day prior to such Purchase Date, and shall deliver the
Senior Notes to the Paying Agent as set forth in the Indenture.

      The Company shall pay the Purchase Price on February 15, 2009 in cash and
the Purchase Price on February 15, 2014 and February 15, 2019 in cash or shares
of Common Stock (or any combination thereof), at the Company's option, subject
to the terms and conditions of the Indenture. At any time prior to Stated
Maturity, the Company may irrevocable elect in its sole discretion to satisfy
100% of the principal amount of the Senior Note offered to be purchased after
the date of such election (plus accrued and unpaid interest) in cash.

      Subject to the terms and conditions of the Indenture, the Company shall
become obligated to offer to purchase the Senior Notes held by such Holder
within 15 days (which purchase shall occur, at the option of the Holder, no
later than 25 Business Days after the date of such offer) after the occurrence
of a Fundamental Change of the Company for a Fundamental Change Purchase Price
equal to the principal amount of those Senior Notes plus accrued and unpaid
Interest, if any, on those Senior Notes up to (but excluding) the Fundamental
Change Purchase Date; provided that, if the Fundamental Change Purchase Date is
after a Record Date and before the next succeeding Interest Payment Date,
accrued and unpaid Interest, if any, on those Senior Notes shall be paid to the
Holder as of that Record Date. The Fundamental Change Purchase Price will be
paid in cash, subject to the terms and conditions of the Indenture.

      Holders have the right to withdraw any Purchase Notice or Fundamental
Change 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.

      If cash (and/or Common Stock if permitted under the Indenture) sufficient
to pay the Purchase Price or Fundamental Change Purchase Price, as the case may
be, of all Senior Notes or portions thereof to be purchased as of the Purchase
Date or the Fundamental Change Purchase Date, as the case may be, is deposited
with the Paying Agent prior to 10:00 a.m., New York City time, on the Purchase
Date or the Fundamental Change Purchase Date, Interest, if any, will cease to
accrue on such Senior Notes (or portions thereof) immediately after such
Purchase Date or Fundamental Change Purchase Date, and the Holder thereof shall
have no other rights as such other than the right to receive the Purchase Price
or Fundamental Change Purchase Price upon surrender of such Senior Note.

7.    [RESERVED]

8.    CONVERSION.

      Subject to and in compliance with the provisions of the Indenture
(including, without limitation, the conditions to conversion of this Senior Note
set forth in Section 5.01 of the Supplemental Indenture), a Holder is entitled,
at such Holder's option, to convert the Holder's Senior Note (or any portion of
the


                                       A-7


principal amount thereof that is $1,000 or an integral multiple $1,000), into
fully paid and nonassessable shares of Common Stock at the Conversion Price in
effect at the time of conversion. Upon conversion, in lieu of Common Stock, the
Company will have the right, subject to certain rights of retraction by the
Holder set forth in the Indenture, to deliver cash or a combination of cash and
shares of Common Stock. At any time prior to Stated Maturity, the Company may
irrevocable elect in its sole discretion to satisfy up to 100% of the principal
amount of the Senior Note surrendered after the date of such election (plus
accrued and unpaid Interest) in cash, with any remaining amount to be satisfied
in shares of Common Stock.

      Upon determination that Holders are or will be entitled to convert the
Senior Notes, the Company shall disseminate a press release through Dow Jones &
Company, Inc. or Bloomberg Business News and publish such information on the
Company's Web site as soon as practicable.

      A Senior Note in respect of which a Holder has delivered a Purchase Notice
or Fundamental Change Purchase Notice, as the case may be, exercising the option
of such Holder to require the Company to purchase such Senior Note may be
converted only if such Purchase Notice or Fundamental Change Purchase Notice, as
the case may be, is withdrawn in accordance with the terms of the Indenture.

      The initial Conversion Rate is 17.8750 shares of Common Stock per $1,000
principal amount of Senior Notes, subject to adjustment upon certain events
described in the Indenture. The Conversion Rate shall not be adjusted for any
accrued and unpaid Interest. Upon conversion, no payment shall be made by the
Company with respect to accrued and unpaid Interest, if any. Instead, such
amount shall be deemed paid by the shares of Common Stock or the cash amount as
determined pursuant to the Indenture, or any combination thereof, delivered upon
conversion of any Senior Note. In addition, no payment or adjustment shall be
made in respect of dividends on the Common Stock, except as set forth in the
Indenture.

      To surrender a Senior Note for conversion, a Holder must (1) complete and
manually sign the Notice of Conversion attached hereto (or complete and manually
sign a facsimile of such notice) and deliver such notice to the Conversion
Agent, (2) surrender the Senior Note to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Security
Registrar or the Conversion Agent, (4) pay any transfer or similar tax, if
required and (5) if required pay funds equal to the Interest payable on the next
Interest Payment Date.

      No fractional shares of Common Stock shall be issued upon conversion of
any Senior Note. Instead of any fractional share of Common Stock that would


                                       A-8


otherwise be issued upon conversion of such Senior Note, the Company shall pay a
cash adjustment as provided in the Indenture.

      If the Company (i) is a party to a consolidation, merger or binding share
exchange, (ii) reclassifies the Common Stock, or (iii) transfers all or
substantially all of its assets to any Person, the right to convert a Senior
Note into shares of Common Stock may be changed into a right to convert it into
the securities, cash or other assets of the Company or such other Person, in
each case in accordance with the Indenture.

9.    [RESERVED]

10.   PAYING AGENT, CONVERSION AGENT, REGISTRAR AND CALCULATION AGENT.

      Initially, the Trustee will act as Paying Agent, Conversion Agent,
Security Registrar and Calculation Agent. The Company may appoint and change any
Paying Agent, Conversion Agent, Security Registrar or Calculation Agent without
notice, other than notice to the Trustee; provided that the Company will
maintain at least one Paying Agent in the State of New York, City of New York,
Borough of Manhattan, which shall initially be an office or agency of the
Trustee. The Company or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent, Conversion Agent, Security Registrar or Calculation Agent.

11.   DENOMINATIONS; TRANSFER; EXCHANGE.

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

12.   PERSONS DEEMED OWNERS.

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


                                       A-9


13.   UNCLAIMED MONEY OR SENIOR NOTES.

      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 Senior Notes 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.

14.   AMENDMENT; WAIVER.

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Senior Notes may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of the outstanding
Senior Notes and (ii) certain Events of Defaults may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the
outstanding Senior Notes. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company and the Trustee may
amend the Indenture or the Senior Notes (i) to add to the covenants of the
Company for the benefit of the Holders of Senior Notes, (ii) to surrender any
right or power conferred upon the Company in the Indenture, (iii) to provide for
conversion rights of Holders of Senior Notes in the case of any reclassification
or change of the Company's Common Stock or any consolidation, merger or sale of
all or substantially all of the Company's assets, (iv) to provide for the
assumption of the Company's obligations to the Holders of Senior Notes in the
case of a merger, consolidation, conveyance, transfer or lease pursuant to
Article 8 of the Base Indenture and the release of the predecessor, (v) to
increase the Conversion Rate; provided, however, that such increase in the
Conversion Rate shall not adversely affect the interest of the Holders of Senior
Notes (after taking into account tax and other consequences of such increase),
(vi) to comply with the requirements of the SEC in order to effect or maintain
the qualification of the Indenture under the TIA, and (vii) to cure any
ambiguity, to correct or supplement any provision in the Indenture which may be
inconsistent with any other provision therein or which is otherwise defective,
or to make, add or modify any other provisions with respect to matters or
questions arising under the Indenture which the Company may deem necessary or
desirable and which shall not be inconsistent with the provisions of the
Indenture; provided, however, that such action pursuant to this clause (vii)
does not, in the good faith opinion of the Board of Directors of the Company (as
evidenced by a Board Resolution) and the Trustee, adversely affect the interests
of the Holders of Senior Notes in any material respect.

15.   DEFAULTS AND REMEDIES.

      If any Event of Default with respect to Senior Notes shall occur and be
continuing, the principal amount of the Senior Notes and any accrued and unpaid


                                      A-10


Interest, if any, on all the Senior Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Senior Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Senior Notes, the Holders of not less than 25% in aggregate principal amount of
the Senior Notes at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee indemnity reasonably satisfactory to the Trustee, and
the Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Senior Notes at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Senior Note for the enforcement of any payment of principal hereof or
Interest hereon on or after the respective due dates expressed herein.

16.   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 Senior Notes and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

17.   CALCULATIONS IN RESPECT OF SENIOR NOTES.

      The Company or its agents will be responsible for making all calculations
called for under the Senior Notes including, but not limited to, determination
of the market prices for the Senior Notes and the Common Stock. Any calculations
made in good faith, absent mathematical error, will be final and binding on
Holders of the Senior Notes. The Company or its agents will be required to
deliver to the Trustee a schedule of its calculations and the Trustee will be
entitled to conclusively rely upon the accuracy of such calculations without
independent verification.

19.   NO RECOURSE AGAINST OTHERS.

      No past, present or future incorporator, stockholder, director, officer or
employee, as such, of the Company, or of any successor corporation or any
Affiliate of the Company, shall have any liability for any obligations of the
Company under the Senior Notes or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation, all such
liability


                                      A-11


being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

20.   AUTHENTICATION.

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

21.   ABBREVIATIONS.

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

22.   GOVERNING LAW.

      THE INDENTURE AND THIS SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

23.   COPY OF INDENTURE.

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

      FLUOR CORPORATION
      One Enterprise Drive
      Aliso Viejo, California 92656
      Attn: Corporate Secretary

24.   DEFINITIONS.

      All terms used in this Senior Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                                      A-12


ASSIGNMENT FORM                             NOTICE OF CONVERSION
To assign this Senior Note,                 To convert this Senior Note
fill in the form below:                     into Common Stock of the
                                            Company, check the box [ ]

I or we assign and transfer                 To convert only part of this
this Senior Note to _______________         Senior Note, state the
___________________________________         principal amount to be
(Insert assignee's soc. sec. or             converted (which must be
tax ID no.)                                 $1,000 or an integral
___________________________________         multiple of $1,000):
___________________________________
___________________________________         If you want the stock
(Print or type assignee's name,             certificate made out in
address and zip code)                       another person's name fill in
                                            the form below:
and irrevocably appoint                     ____________________________________
                                            ____________________________________
                                            (Insert the other person's
                                            soc. sec. tax ID no.)

____________________ agent to               ____________________________________
transfer this Senior Note 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)


Date:  __________ Your Signature: ______________________________________________
________________________________________________________________________________
    (Sign exactly as your name appears on the other side of this Senior Note)

Signature Guaranteed

________________________________________

Participant in a Recognized Signature

Guarantee Medallion Program

By:_____________________________
      Authorized Signatory


                                      A-13



                      SCHEDULE OF INCREASES AND DECREASES
                             OF GLOBAL SENIOR NOTE

Initial Principal Amount of Global Senior Note:  Three Hundred
Million Dollars ($300,000,000).



               Amount of        Amount of       Principal
               Increase in      Decrease in     Amount of        Notation by
               Principal        Principal       Global Senior    Security
               Amount of        Amount of       Note After       Registrar or
               Global Senior    Global Senior   Increase or      Senior Note
Date           Note             Note            Decrease         Custodian
                                                     




                                      A-14


                                                                       EXHIBIT B

                   [FORM OF FACE OF CERTIFICATED SENIOR NOTE]

                                FLUOR CORPORATION

                     1.50% Convertible Senior Notes due 2024

No.
CUSIP No.

      FLUOR CORPORATION, a corporation duly organized and existing under the
laws of Delaware (herein called the "COMPANY," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ______________, or registered assigns, the principal sum of
______________ on February 15, 2024 and to pay Interest thereon from February
17, 2004 or from the most recent Interest Payment Date to which Interest has
been paid or duly provided for, semi-annually on February 15 and August 15 in
each year, commencing August 15, 2004, at the rate of 1.50% per annum, until the
principal hereof is paid or made available for payment. The Interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture and except as otherwise provided therein, be paid to
the Person in whose name this Senior Note (or one or more Predecessor Senior
Notes) is registered at the close of business on the Record Date for such
interest, which shall be February 1 or August 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such Interest
not so punctually paid or duly provided for ("Defaulted Interest") will
forthwith cease to be payable to the Holder on such Record Date and may either
be paid to the Person in whose name this Senior Note (or one or more Predecessor
Senior Notes) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Senior Notes not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Senior Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

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

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


                                       B-1


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

Dated:                              FLUOR CORPORATION


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


                                       B-2




               REVERSE OF THE FORM OF CERTIFICATED SENIOR NOTE IS
             IDENTICAL TO THE REVERSE OF THE FORM OF GLOBAL SENIOR
           NOTE SET FORTH IN EXHIBIT A, EXCEPT THAT SECTION 2 THEREOF
                  IS REPLACED IN ITS ENTIRETY BY THE FOLLOWING:

2.    METHOD OF PAYMENT.

      Except as provided below, the Company shall pay Interest on (i) any
Certificated Senior Note having an aggregate principal amount of $5,000,000 or
less, by check mailed to the Holder of such Senior Note and (ii) any
Certificated Senior Note having an aggregate principal amount of more than
$5,000,000, by wire transfer in immediately available funds at the election of
the Holder of any such Senior Note. Holders of such Certificated Senior Notes
requesting payment by wire transfer must provide the Trustee with wire
instructions at least 15 days prior to the relevant payment date. If wire
instructions are not received at least 15 days prior to the relevant payment
date then the Company shall pay Interest by check mailed to the Holder of such
Senior Note.

      At Stated Maturity, the Company will pay Interest on Certificated Senior
Notes at the Company's office or agency in New York City.

      Subject to the terms and conditions of the Indenture, the Company will
make payments in cash or, in certain cases specified in the Indenture, in cash,
shares of Common Stock or a combination thereof, as the case may be, in respect
of Redemption Prices, Purchase Prices, Fundamental Change Purchase Prices and at
Stated Maturity to Holders who surrender Senior Notes to a Paying Agent to
collect such payments in respect of the Senior Notes. The Company will pay cash
amounts in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may make
such cash payments by check payable in such money, as described herein.


                                       B-3

EX-5

                                                                       EXHIBIT 5

                           GIBSON, DUNN & CRUTCHER LLP
                                     LAWYERS
                   A REGISTERED LIMITED LIABILITY PARTNERSHIP
                       INCLUDING PROFESSIONAL CORPORATIONS

                                 ---------------

                   4 Park Plaza Irvine, California 92614-8557
                                 (949) 451-3800
                               www.gibsondunn.com

                                February 17, 2004

Direct Dial                                                           Client No.
(949) 451-3800                                                      C 29019-0922

Fax No.
(949) 451-4220

Fluor Corporation
One Enterprise Drive
Aliso Viejo, California  92656

      Re:   Fluor Corporation
            Registration Statement on Form S-3 (File No. 333-63984)

Ladies and Gentlemen:

      We have acted as special counsel to Fluor Corporation, a Delaware
corporation (the "Company"), in connection with the offering and sale by the
Company of $300,000,000 aggregate principal amount of the Company's 1.50%
Convertible Senior Notes due 2024 (the "Notes") pursuant to that certain
Underwriting Agreement, dated as of February 10, 2004 (the "Underwriting
Agreement"), by and among the Company and Banc of America Securities LLC and
Citigroup Global Markets Inc., acting as representatives of the several
underwriters named in Schedule I thereto (collectively, the "Underwriters"). The
Notes are being issued pursuant to that certain Indenture, dated as of February
17, 2004 (the "Base Indenture") and as supplemented by that certain First
Supplemental Indenture, dated as of February 17, 2004 (together with the Base
Indenture, the "Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee").

      In connection with the opinions expressed in this opinion letter, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of (a) the Underwriting Agreement; (b) the Indenture; (c) the form
of global certificate evidencing the Notes; and (d) such other documents,
corporate records, certificates of officers of the Company and of public
officials and other instruments as we have deemed necessary or advisable to
enable us to render these opinions.

      In our examination, we have assumed without independent investigation
that:


GIBSON, DUNN & CRUTCHER LLP

Fluor Corporation
February 17, 2003
Page 2


      (i) the signatures on all documents examined by us are genuine, all
individuals executing such documents had all requisite legal capacity and
competency and (except in the case of documents executed on behalf of the
Company) were duly authorized, the documents submitted to us as originals are
authentic and the documents submitted to us as copies conform to the originals;

      (ii) the Trustee has all requisite power and authority to execute, deliver
and perform its obligations under, and has duly executed and
delivered, the Indenture;

      (iii) the execution and delivery of the Indenture and the Notes, and the
performance of the obligations thereunder, have been duly authorized by all
necessary action by the Trustee;

      (iv) the execution and delivery of the Underwriting Agreement, the
Indenture and the Notes, and the performance of the obligations thereunder, by
any of the parties thereto do not and will not violate any law, regulation,
order, judgment or decree applicable to such party, except as expressly covered
by our opinions below;

      (v) the Indenture has been duly executed and delivered by the Trustee;

      (vi) the Indenture constitutes the legal, valid and binding obligations of
the Trustee, enforceable against the Trustee in accordance with its terms; and

      (vii) the proceeds from the sale of the Notes will be applied as set forth
in the Prospectus.

      As to facts material to these opinions, we have relied to the extent we
deemed appropriate and without independent investigation upon the
representations and warranties of the Company in the Underwriting Agreement,
certificates of officers and other representatives of the Company delivered
pursuant to the Underwriting Agreement or otherwise, and other statements and
representations of officers and other representatives of the Company and others.

      Based upon the foregoing, and subject to the assumptions, exceptions,
qualifications and limitations set forth herein, we are of the opinion that the
Notes, when executed, authenticated and issued in accordance with the provisions
of the Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, will constitute legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

      The opinions expressed in this opinion letter are subject to the following
additional assumptions, exceptions, qualifications and limitations:

      A. We render no opinion herein as to matters involving the laws of any
jurisdiction other than the States of New York and California and the United
States of America. This opinion letter is limited to the effect of the current
state of the laws of the States of New York and California and the United States
of America and the facts as they currently exist. We assume

GIBSON, DUNN & CRUTCHER LLP

Fluor Corporation
February 17, 2003
Page 3


no obligation to revise or supplement this opinion letter in the event of future
changes in such laws or the interpretations thereof or such facts.

      B. Our opinion is subject to (i) the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement or similar laws affecting the rights and
remedies of creditors generally, including, without limitation, the effect of
statutory or other laws regarding fraudulent transfers or preferential
transfers, and (ii) general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing and
possible unavailability of specific performance, injunctive relief or other
equitable remedies regardless of whether enforceability is considered in a
proceeding in equity or at law.

      C. We express no opinion regarding the effectiveness of (i) any waiver of
stay, extension or usury laws or of unknown future rights, or (ii) provisions
relating to indemnification, exculpation or contribution, to the extent such
provisions may be held unenforceable as contrary to federal or state securities
laws.

      D. We express no opinion as to the applicability to, or the effect of
noncompliance by, any party other than the Company with any federal or state
laws applicable to the transactions contemplated by the Underwriting Agreement
or the Indenture because of the nature of the business of such party.

      We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K, filed as of the date hereof. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission.

                                    Very truly yours,

                                    /s/ Gibson, Dunn & Crutcher LLP

                                    GIBSON, DUNN & CRUTCHER LLP
JRH/JMW/GCT/JPS/MSF

EX-12

Exhibit 12