S-4/A

As filed with the Securities and Exchange Commission on February 2, 2005

Registration No. 333-122032

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Solectron Corporation

(Exact name of Registrant as specified in its charter)

Delaware	3670	94-2447045
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

847 Gibraltar Drive

Milpitas, California 95035

(408) 957-8500

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

Kiran Patel

Executive Vice President and Chief Financial Officer

Solectron Corporation

847 Gibraltar Drive

Milpitas, California 95035

(408) 957-8500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Daniel J. Weiser, Esq.
Alexander E. Kolar, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300 Thomas J. Ivey, Esq.
Skadden, Arps, Slate, Meagher &
Flom LLP
525 University Avenue
Suite 1100
Palo Alto, California 94301
(650) 470-4500

       Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

       If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

       If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

       If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price Per	Aggregate	Amount of
Securities to be Registered	Registered	Unit or Share(1)	Offering Price(1)	Registration Fee
0.50% Convertible Senior Notes, Series B due 2034 (“New Notes”)	$450,000,000	100%	$450,000,000	$52,965(3)
Common Stock, $0.001 par value	46,551,060(2)	(2)	(2)	(2)

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933. The price per unit is based on the book value of the currently outstanding 0.50% Convertible Senior Notes due 2034 as of January 12, 2005.
(2)	Represents the maximum number of shares of common stock, and associated preferred stock purchase rights, that may be issued upon conversion of the new notes registered hereby, which shares are not subject to an additional fee pursuant to Rule 457(i) of the Securities Act. Pursuant to Rule 416 under the Securities Act, such number of shares of common stock registered hereby shall include an indeterminate number of shares of common stock that may be issued in connection with stock splits, stock dividends, recapitalizations or similar events.
(3)	Previously paid.

       The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Not Yet Effective. Dated February 2, 2005.

Solectron Corporation

Offer to Exchange

$450,000,000 Principal Amount of its 0.50% Convertible Senior Notes, Series B due 2034

Plus up to $1,125,000 in Cash ($2.50 per $1,000 Principal Amount) for any or all of its Outstanding 0.50% Convertible Senior Notes due 2034 subject to the terms and conditions described in this prospectus

The Exchange Offer

       Solectron Corporation is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, $1,000 principal amount of our newly issued 0.50% Convertible Senior Notes, Series B due 2034, which we refer to as the new notes, and $2.50 in cash, which we refer to as the cash consideration, for each $1,000 principal amount of validly tendered and accepted outstanding 0.50% Convertible Senior Notes due 2034, which we refer to as the outstanding notes.

•  The exchange offer expires at midnight, New York City time, on February 10, 2005, which date we refer to as the expiration date, unless earlier terminated or extended by us.

•  Tenders of outstanding notes may be withdrawn at any time before midnight, New York City time, on the expiration date of the exchange offer.

•  As explained more fully in this prospectus, the exchange offer is subject to the exchange not resulting in any adverse tax consequences to us and certain other customary conditions, which we may waive.

The New Notes

•  Comparison: The terms of the new notes differ from the terms of the outstanding notes in the following ways:

•  The new notes are convertible into cash or, at our election, cash and shares of our common stock, in each case having a combined aggregate value equal to the conversion rate multiplied by the applicable stock price described in this prospectus, subject to adjustment, under the circumstances and during the periods described in this prospectus. The outstanding notes are convertible in accordance with their terms only into shares of our common stock, other than fractional shares which may be settled in cash.

•  The conversion rate will be increased if we become a party to a consolidation, merger or sale of all or substantially all of our assets that constitutes a change in control as described in this prospectus, subject to certain exceptions.

•  Maturity: The new notes will mature on February 15, 2034.

•  Regular Interest Payments: We will pay regular interest in cash at 0.50% per annum on the principal amount of the new notes on each February 15 and August 15 beginning on August 15, 2005, as described in this prospectus.

•  Ranking: The new notes will be our general, unsecured obligations and will rank equally with all of our existing and future unsubordinated, unsecured obligations.

•  Redemption by Solectron: On or after February 20, 2011, we will have the option to redeem any or all of the new notes at a price equal to 100% of their principal amount as described in this prospectus under the caption “Description of the New Notes — Optional Redemption by Solectron.”

•  Optional Repurchase: You may require us to repurchase all or a portion of your new notes on February 15 of each of 2011, 2014, 2019, 2024 and 2029 at a price equal to 100% of the principal amount of the new notes as described below under “Description of the New Notes — Purchase of New Notes at the Option of the Holder.”

•  Repurchase Upon a Change in Control: If we experience a change in control, you will have the right to require us to repurchase your new notes as described in this prospectus under the caption “Description of the New Notes — Repurchase at Option of Holders Upon a Change in Control.” Holder of new notes submitted for repurchase upon a change in control will be entitled to convert the new notes up to and including the business day immediately preceding the date fixed for repurchase.

       See “Risk Factors” beginning on page 19 to read about factors you should consider before tendering your outstanding notes in exchange for new notes.

       Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

       The dealer manager for the exchange offer is:

Goldman, Sachs & Co.

Prospectus dated                   , 2005.

TABLE OF CONTENTS

EXHIBIT 4.1

EXHIBIT 5.1

EXHIBIT 8.1

EXHIBIT 12.1

EXHIBIT 23.1

EXHIBIT 25.1

EXHIBIT 99.1

       You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or that the information contained in any document incorporated by reference in this prospectus is accurate as of any date other than the date of the document incorporated by reference.

TABLE OF CONTENTS

	Page
Disclosure Regarding Forward-Looking Statements		ii
Summary		1
Risk Factors		19
Price Range of Common Stock		33
Dividend Policy		33
Ratio of Earnings to Fixed Charges		34
Capitalization		35
The Exchange Offer		36
Description of the New Notes		46
Description of Certain Indebtedness		63
Description of Capital Stock		67
Material U.S. Federal Income Tax Considerations		73
Legal Matters		77
Experts		77
Additional Information		78
Market Data		78

       This prospectus incorporates important business and financial information about us from documents that we have filed with the Securities and Exchange Commission, or the SEC, but have not included in, or delivered with, this prospectus. For a listing of the documents that we have incorporated by reference into this prospectus, please see the section of this prospectus entitled “Additional Information” on page 78. We will provide you with copies of this information, without charge, upon written request to:

Solectron Corporation

847 Gibraltar Drive

Milpitas, California 95035

(408) 957-8500

Attention: Investor Relations

       To obtain timely delivery of requested documents before the expiration of the exchange offer, you should request them no later than February 4, 2005, which is five business days before the date the exchange offer expires.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

       In addition to the other information contained or incorporated by reference in this prospectus, investors should carefully consider the risk factors appearing in this prospectus in evaluating an investment in the new notes or the common stock issuable upon conversion of the new notes. The information contained in or incorporated by reference into this prospectus includes forward-looking statements relating to matters including, but not limited to:

•  future sales and operating results;

•  our anticipation of the timing and amounts of our future obligations and commitments;

•  our belief that our cash and cash equivalents, lines of credit and cash to be generated from continuing operations will be sufficient for us to meet our obligations for the next twelve months;

•  the capabilities and capacities of our business operations;

•  the anticipated financial impact of recent and future acquisitions and divestitures and the adequacy of our provisions for indemnification obligations pursuant to such transactions;

•  our belief that our current environmental liability exposure related to our facilities will not be material to our business, financial condition or results of operations; and

•  various other forward-looking statements based on the expectations of our management as of the date of this prospectus.

       Our forward-looking statements are generally accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “expect” and other similar words and statements and variations or negatives of these words. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect, including those discussed under the heading “Risk Factors” in this prospectus and in the documents incorporated by reference into this prospectus.

       Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from anticipated outcomes. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Therefore, we can give no assurance that the results implied by these forward-looking statements will be realized. The inclusion of forward-looking information should not be regarded as a representation by us or any other person that the future events, plans or expectations contemplated by us will be achieved. Furthermore, past performance in operations and the prices of our securities are not necessarily indicative of future performance.

       We caution you that forward-looking statements speak only as of the date made. You should carefully review the risk factors included in other reports or documents filed by us from time to time with the SEC, particularly our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed with the SEC after our most recent 10-K.

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SUMMARY

       This summary highlights information contained, or incorporated by reference, in this prospectus. It is qualified in its entirety by the more detailed information contained, or incorporated by reference, in this prospectus. You should read the full text of, and consider carefully the more specific details contained, or incorporated by reference, in this prospectus before you decide whether to tender your outstanding notes in the exchange offer. In addition, you should carefully consider the information set forth or referred to under the heading “Risk Factors.” Unless the context otherwise requires or we state otherwise, the terms “Solectron,” “we,” “us” and “our” refer to Solectron Corporation, a Delaware corporation, together with its subsidiaries.

Solectron Corporation

       We provide electronics supply chain services to original equipment manufacturers (OEMs) around the world. These companies contract with us to build their products or to obtain services related to product design, manufacturing and post-manufacturing requirements. We primarily design, build and service products that carry the brand names of our customers.

       We serve several electronics products and technology markets. Much of our business is related to the following products:

•  Computing and storage equipment, including servers, storage systems, workstations, notebooks, and peripherals;

•  Networking equipment such as routers and switches that move traffic across the Internet;

•  Communications equipment, including wireless and wireline infrastructure products;

•  Consumer products such as cellular phones, set-top boxes and personal/handheld communications devices;

•  Automotive electronics systems, including audio and navigation systems, system control modules, and body electronics;

•  Industrial products, including semiconductor manufacturing and test equipment, wafer fabrication equipment controls, process automation equipment and home appliance electronics controls;

•  Medical products such as X-ray equipment, ultrasound fetal monitors, MRI scanners, blood analyzers, ECG patient monitors, surgical robotic systems, HPLCs, spectrometers and laser surgery equipment; and

•  Other electronics equipment and products.

       Our customers include many of the world’s leading technology companies, such as Cisco Systems, Ericsson, Hewlett-Packard, IBM, Lucent Technologies, Motorola, NEC, Nortel Networks and Sun Microsystems.

       We have a comprehensive range of services designed to meet customer supply chain needs throughout the product life cycle. Our services include:

•  Collaborative design;

•  Design for Six Sigma and manufacturability;

•  Design for cost reduction;

•  Product launch;

•  Product life extension;

•  Sustaining engineering;

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•  Printed circuit board assembly (PCBA) and subsystem manufacturing;

•  Systems assembly and test;

•  Product fulfillment;

•  Repair;

•  Product logistics; and

•  End-of-life product support.

       We bring these services together to provide integrated supply chain solutions for our customers. By utilizing our services, customers gain cost, time and quality advantages that help improve their competitiveness and enable them to focus on their core competencies of sales, marketing, and research and development.

       We were originally incorporated in the State of California in August 1977. In February 1997, we reincorporated in Delaware. Our principal executive offices are located at 847 Gibraltar Drive, Milpitas, California 95035. Our telephone number is (408) 957-8500 and our internet address is www.solectron.com. The information contained or incorporated in our website is not a part of, or incorporated into, this prospectus and should not be relied upon in deciding whether or not to accept the exchange offer by tendering outstanding notes for new notes and the cash consideration.

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The Exchange Offer

Background

We issued the outstanding notes in February 2004 in a transaction exempt from the registration requirements of the Securities Act. In April 2004, we filed a registration statement on Form S-3 (File No. 333-114447), which became effective in July 2004, covering resales from time to time by selling securityholders of our outstanding notes and shares of our common stock issuable upon conversion of the outstanding notes. In the event that any outstanding notes that have not been resold under the resale registration statement remain outstanding after the exchange offer, we are required to keep that registration statement open no later than February 17, 2006 as required by the registration rights agreement related to the outstanding notes. We commenced this exchange offer on January 13, 2005 for the reasons stated below. The following is a brief summary of the terms of the exchange offer. For a more complete description, see the section of this prospectus entitled “The Exchange Offer.”

Purpose of the Exchange Offer

The purpose of this exchange offer is to exchange outstanding notes for new notes with certain different terms. The Financial Accounting Standards Board’s (“FASB”) adoption of Emerging Issues Task Force (“EITF”) EITF 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share,” adopted after the issuance of the outstanding note, requires us to include, in our calculation of diluted earnings per share, shares potentially issuable upon conversion of all of the outstanding notes into our reported shares of common stock outstanding using the “if converted” method, whether or not the outstanding notes may then be converted pursuant to their terms. The “if converted” method requires us, when calculating diluted earnings per share, to add back the after-tax interest expense on the outstanding notes to net income for each reporting period that we have income from continuing operations and include the potentially issuable shares as if the outstanding notes had been converted into common stock at the beginning of the reporting period. EITF 04-8 requires restatement of earnings per share using this methodology for every reporting period since the outstanding notes were issued in February 2004 even though none of the conditions permitting conversion had been met. If none of the outstanding notes are exchanged for the new notes, for every quarter beginning with the second quarter of fiscal 2004, when the outstanding notes were issued and we had income from continuing operations, we would include an additional 46.6 million shares in diluted weighted average shares outstanding which is less than 5% of the weighted average shares outstanding. Additionally, in those same periods, we would also add back to net income after-tax interest expense of approximately $1 million for the second quarter of fiscal 2004 and approximately $1 million for each quarter thereafter. This restatement would reduce our previously reported diluted earnings per share by less

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than $0.01 for the quarter ended November 26, 2004 and would not change the previously reported diluted (loss) earnings per share for the other quarters since the second quarter of fiscal 2004. Assuming the exchange of substantially all of the outstanding notes for the new notes, in future reporting periods we expect our reported diluted earnings per share will be slightly higher than had we not undertaken the exchange offer because fewer shares will be included in the diluted earnings per share calculation. For a more detailed description of these differences, see the section of this prospectus entitled “Summary — Material Differences Between the Outstanding Notes and the New Notes.”

The terms of the new notes will have a net share settlement feature requiring us to settle all conversions for cash and, in certain circumstances and at our option, shares of our common stock. By committing to pay a portion of the consideration upon conversion of the new notes in cash, we will be able to account for the new notes under the treasury stock method as if the new notes were outstanding since February 2004, when the outstanding notes were issued. Under this method, the number of shares of our common stock deemed to be outstanding for the purpose of calculating diluted earnings per share will not be increased until the closing sale price of our common stock exceeds the base conversion price of the new notes (initially $9.67 per share). Whenever the closing sale price of our common stock exceeds the base conversion price, the number of additional shares will be determined by the following formula:

[ (closing sale price on the last trading day of the applicable reporting period × applicable conversion rate) - $1,000
closing sale price on the last trading day of the applicable reporting period ] × the number of
outstanding new
notes

The Exchange Offer	We are offering to exchange $1,000 principal amount of new notes and $2.50 in cash for each $1,000 principal amount of outstanding notes accepted for exchange.
Conditions to the Exchange Offer	The exchange offer is subject to the exchange not resulting in any adverse tax consequences to us and certain other customary conditions, including that the registration statement and any post-effective amendment to the registration statement covering the new notes be effective under the Securities Act of 1933. See the section of this prospectus entitled “The Exchange Offer — Conditions to the Exchange Offer.”
Expiration Date	The exchange offer will expire at midnight, New York City time, on February 10, 2005, which date we refer to as the expiration date, unless extended or earlier terminated by us. We may extend the expiration date for any reason. If we decide to extend it, we will announce any extensions by press release or other permitted means no later than

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	9:00 a.m., New York City time, on the business day immediately following the scheduled expiration of the exchange offer.
Withdrawal of Tenders	Tenders of outstanding notes may be withdrawn by a request in writing at any time prior to midnight, New York City time, on the expiration date.
Procedures for Exchange	In order to exchange outstanding notes, you must tender the outstanding notes together with a properly completed letter of transmittal and the other agreements and documents described in the letter of transmittal. If you own outstanding notes held through a broker or other third party, or in “street name,” you will need to follow the instructions in the letter of transmittal on how to instruct your custodian to tender the outstanding notes on your behalf, as well as submit a letter of transmittal and the other agreements and documents described in this prospectus. We will determine in our reasonable discretion whether any outstanding notes have been validly tendered. Outstanding notes may be tendered by electronic transmission of acceptance through The Depository Trust Company’s, which we refer to as DTC, Automated Tender Offer Program, which we refer to as ATOP, procedures for transfer or by delivery of a signed letter of transmittal pursuant to the instructions described therein. Custodial entities that are participants in DTC must tender outstanding notes through DTC’s ATOP, by which the custodial entity and the beneficial owner on whose behalf the custodial entity is acting agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. Please carefully follow the instructions contained in this document on how to tender your securities.
	We will deposit the cash consideration for the exchange offer with the exchange agent prior to the settlement date for the exchange offer, which will be promptly after the expiration date.
	If you decide to tender outstanding notes in the exchange offer, you may withdraw them at any time prior to the expiration date. If we decide for any reason not to accept any outstanding notes for exchange, they will be returned without expense promptly after the expiration or termination of the exchange offer. Please see pages 36 through 45 for instructions on how to exchange your outstanding notes for new notes.
Acceptance of Outstanding Notes	We will accept all outstanding notes validly tendered and not withdrawn as of the expiration date and will issue the new notes promptly after the expiration date, upon the terms and subject to the conditions in this prospectus and the letter of transmittal. We will accept outstanding notes for exchange after the exchange agent has received a timely book-entry confirmation of transfer of outstanding notes into the ex-

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	change agent’s DTC account and a properly completed and executed letter of transmittal. Our oral or written notice of acceptance to the exchange agent will be considered our acceptance of all validly tendered outstanding notes in the exchange offer.
Amendment of the Exchange Offer	We reserve the right not to accept any of the outstanding notes tendered, and otherwise to interpret or modify the terms of this exchange offer, provided that we will comply with applicable laws that require us to extend the period during which outstanding notes may be tendered or withdrawn as a result of changes in the terms of or information relating to the exchange offer.
Use of Proceeds	We will not receive any cash proceeds from this exchange offer. Outstanding notes that are validly tendered and exchanged for new notes pursuant to the exchange offer will be retired and canceled.
Fees and Expenses of the Exchange Offer	We estimate that the approximate total cost of the exchange offer, assuming all of the outstanding notes are exchanged for new notes, will be approximately $3.2 million.
Taxation	The U.S. federal income tax consequences of the exchange offer and of the ownership and disposition of the new notes are not entirely clear because there is no statutory, administrative or judicial authority that specifically addresses an exchange with the terms of the exchange offer. The modifications to the outstanding notes resulting from the exchange of outstanding notes for new notes should not constitute a significant modification of the outstanding notes for U.S. federal income tax purposes. Assuming that this position is correct, the new notes should be treated for tax purposes as a continuation of the outstanding notes and, except for the cash consideration, there should be no U.S. federal income tax consequences to a holder who exchanges outstanding notes for new notes pursuant to the exchange offer. There is no statutory, administrative or judicial authority that specifically addresses a payment of cash consideration to the holders of notes as part of a transaction such as the exchange offer. Although the matter is not free from doubt, the payment of the cash consideration should be treated as ordinary income to holders participating in the exchange offer. Accordingly, unless an exception applies, we intend to withhold tax at a rate of 30% from the payment of the cash consideration to any non-U.S. holder participating in the exchange.
	If the exchange were to constitute a significant modification, the exchange should be characterized as a non-taxable recapitalization in which an exchanging holder, except for the cash consideration, would not recognize gain or loss but may be required to accrue, in each year in which such holder holds the new notes, a greater amount of interest for U.S. federal income tax purposes than such holder would

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	otherwise have been required to accrue on the outstanding notes.
	See the section of this prospectus entitled “Material U.S. Federal Income Tax Considerations” beginning on page 69.
Outstanding Notes Not Tendered or Accepted for Exchange	Any outstanding notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration or termination of this exchange offer. If you do not exchange your outstanding notes in this exchange offer, or if your outstanding notes are not accepted for exchange, you will continue to hold your outstanding notes and will be entitled to all the rights and subject to all the limitations applicable to the outstanding notes.
Dealer Manager	Goldman, Sachs & Co. is the dealer manager for this exchange offer. Its address and telephone numbers are located on the back cover of this prospectus.
Exchange Agent	U.S. Bank National Association is the exchange agent for this exchange offer. Its address and telephone number is located in the section on the back cover of this prospectus.
Information Agent	Georgeson Shareholder Communications Inc. is the information agent for this exchange offer. Its address and telephone numbers are located on the back cover of this prospectus.

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Material Differences Between the Outstanding Notes and the New Notes

       The material differences between the outstanding notes and the new notes are illustrated in the table below. The table below is qualified in its entirety by the information contained in this prospectus and the documents governing the outstanding notes and the new notes, copies of which will be filed as exhibits to the registration statement of which this prospectus forms a part. For a more detailed description of the new notes, see the section of this prospectus entitled “Description of the New Notes.”

	Outstanding Notes	New Notes
Settlement Upon Conversion	Upon conversion of the outstanding notes, we will deliver shares of our common stock at the applicable conversion rate.	Upon conversion of the new notes, we will deliver, in respect of each $1,000 principal amount of new notes:
		• cash in an amount (the “principal return”) equal to the lesser of (1) the principal amount of each new note to be converted and (2) the “conversion value,” which is equal to (a) the applicable conversion rate, multiplied by (b) the applicable stock price, as defined under “Description of the New Notes — Conversion Rights — Conversion Settlement,” and
		• if the conversion value is greater than the principal amount of each new note, at our election, a number of shares of our common stock (the “net shares”) equal to the sum of the daily share amounts, calculated as described under “Description of the New Notes — Conversion Rights — Conversion Settlement,” or a cash amount equal to the sum of the daily cash amounts, calculated as described under “Description of the New Notes — Conversion Rights — Conversion Settlement.”

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	Outstanding Notes	New Notes
Accounting Treatment	On October 13, 2004, the FASB ratified EITF 04-8. EITF 04-8 requires us to include, in our calculation of diluted earnings per share, shares potentially issuable upon conversion of all of the outstanding notes into our reporting shares of common stock outstanding using the “if converted” method, whether or not the outstanding notes may then be converted pursuant to their terms. The “if converted” method requires us, when calculating diluted earnings per share, to add back the after-tax interest expense on the outstanding notes to net income for each reporting period that we have income from continuing operations, and include the potential issuable shares as if the outstanding notes had been converted into common stock at the beginning of the reporting period. EITF 04-8 requires restatement of earnings per share using this methodology for every reporting period since the outstanding notes were issued in February 2004 even though none of the conditions permitting conversion had been met. For every quarter beginning with the second quarter of fiscal 2004, when the outstanding notes were issued and we had income from continuing operations, we would include an additional 46.6 million shares in diluted weighted average shares outstanding which is less than 5% of the weighted average shares outstanding. Additionally, in those same periods, we would also add back to net income after-tax interest expense of approximately $1 million for the second quarter of fiscal 2004 and approximately $1 million for each quarter thereafter. This restatement would reduce our previously reported diluted earnings per share by less than $0.01 for the quarter ended November 26, 2004 and would not change the previously reported diluted (loss) earnings per share for the other quarters since the second quarter of fiscal 2004.	As the terms of the new notes require us to settle the par value of the notes in cash and deliver shares or cash only for the difference between the stock price on the date of conversion and the conversion price (initially $9.67 per share), Generally Accepted Accounting Principles in the United States of America (GAAP) require us to use the treasury stock method to calculate diluted earnings per share, as if the new notes were outstanding since February 2004, when the outstanding notes were issued. The treasury stock method requires us to include in our calculation of diluted earnings per share, shares issuable if the new notes were to be converted at the end of the reporting period. After-tax interest expense is not added back to net income for purposes of calculating diluted earnings per share under the treasury stock method. Under the treasury stock method, the number of shares of our common stock deemed to be outstanding for the purpose of calculating diluted earnings per share will not be increased unless the closing sale price of our common stock at the end of a reporting period exceeds the base conversion price of the new notes. Whenever the closing sale price of our common stock at the end of a reporting period exceeds the base conversion price, the number of additional shares will be determined by the formula noted below. As our stock price was less than $9.67 per share at the end of each reporting period since the outstanding notes were issued in February 2004, for purposes of restating diluted earnings per share for fiscal 2004 and fiscal 2005 in accordance with GAAP, we would not include any additional shares in diluted weighted average shares outstanding. Therefore, the restatement would have no impact on our previously reported diluted earnings per share.

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Outstanding Notes	New Notes
	The conditions for conversion of the new and outstanding notes are not materially different and, for the new notes, are described under “Description of the New Notes — Conversion Rights.”

[ (closing sale price on the last trading day of the applicable reporting period × applicable conversion rate) - $1,000
closing sale price on the last trading day of the applicable reporting period ] × the number of
outstanding new
notes

Risks Associated with the Outstanding Notes and the New Notes	Apart from the differences appearing in the paragraph to the right, in general, the risks associated with the outstanding notes and the new notes are the same. See the section entitled “Risk Factors.”	In general, the risks associated with the outstanding notes and the new notes are the same. As a result of the cash settlement feature of the new notes, however, we may not have the funds or the ability to raise the funds necessary to finance the conversion of the new notes or the purchase of the new notes if required by the holders pursuant to the indenture. Also, since the new notes are a new issue of securities and there is no condition as to the minimum amount of outstanding notes that must be tendered in the exchange offer, we cannot assure you that an active trading market for the new notes will develop or be sustained or that the new notes will have sufficient liquidity to avoid price volatility and trading disadvantages. See the section entitled “Risk Factors — Risks Related to the New Notes and the Outstanding Notes” and “— Risks Related to the New Notes and the Exchange Offer.”
Securities Act Registration	Outstanding notes bearing CUSIP No. 834182 AR 8 are restricted securities under Rule 144 of the Securities Act, and may not be offered or sold in the public market absent registration under the Securities Act or an exemption from Securities Act registration. Outstanding notes bearing CUSIP No. 834182 AS 6 are freely transferable by the	The new notes will be freely transferable by the holders thereof, unless such holders are our affiliates.

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	Outstanding Notes	New Notes
	holders thereof, unless such holders are our affiliates.
Adjustment to the Conversion Rate Upon a Change in Control	None.	If we become a party to a consolidation, merger or sale of all or substantially all of our assets that constitutes a change in control prior to February 15, 2011 (as described under “Description of the New Notes — Conversion Rights — Adjustment to Conversion Rate Upon a Change in Control”) we will increase the conversion rate for the new notes surrendered for conversion by a number of additional shares, which we refer to as the “additional shares”, as described below, subject to certain exceptions, provided, however, that no increase will be made in the case of a change in control if at least 90% of the consideration paid for our common stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such change in control transaction consists of shares of capital stock traded on the New York Stock Exchange or another U.S. national securities exchange or quoted on The Nasdaq Stock Market or a successor automated over-the- counter trading market in the United States (or that will be so traded or quoted immediately following the transaction).
		The number of additional shares will be determined based on the effective date of the change in control and the price (the “stock price”) paid per share of our common stock in such change in control transaction. A description of how the number of additional shares will be determined and a table showing the additional share amounts at various stock prices and change in control effective dates appears under “Description of the New Notes — Conversion

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Outstanding Notes	New Notes
	Rights — Adjustment to Conversion Rate Upon a Change in Control.” In no event will the conversion rate (taking into account any increases in the conversion rate for the additional shares) exceed 186.5468 per $1,000 principal amount of new notes, subject to adjustment.

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The New Notes

New Notes offered	$450,000,000 aggregate principal amount of 0.50% Convertible Senior Notes, Series B due 2034.
Maturity	February 15, 2034.
Interest	The new notes bear interest at an annual rate of 0.50% of principal amount. We will pay interest on the new notes on February 15 and August 15 of each year, commencing on August 15, 2005.
Conversion	Unless we have previously redeemed, purchased or repurchased the new notes, you will have the right, at your option, to convert your new notes, in whole or in part, into cash and, under certain circumstances, shares of our common stock, subject to adjustments described herein, initially at a rate equal to 103.4468 shares of common stock per $1,000 principal amount of notes (which is equivalent to an unadjusted conversion price of approximately $9.67 per share), as follows:
	• if, on or prior to February 15, 2029, the closing sale price of our common stock for at least 20 trading days in the period of the 30 consecutive trading days ending on the eleventh trading day of any fiscal quarter is more than 120% of the then current conversion price of the new notes (which is equivalent to an unadjusted price per share of common stock of approximately $11.60), then you will have such conversion right until and including the eleventh trading day of the following fiscal quarter;
	• if, on any date after February 15, 2029, the closing sale price of our common stock is more than 120% of the then current conversion price of the new notes (which is equivalent to an unadjusted price per share of common stock of approximately $11.60), then you will have such conversion right at all times thereafter;
	• if we elect to call the new notes for redemption on or after February  20, 2011, then you will have the right to convert the new notes (or the portion of the new notes called for redemption if fewer than all) from the date of the notice of redemption until the close of business on the business day immediately prior to the redemption date;
	• if we distribute to all or substantially all holders of our common stock rights, options or warrants entitling them to purchase common stock at less than the closing sale price of our common stock on the trading day immediately preceding the declaration for such distribution, then once we have given notice to you of such event, you will have such conversion right until a specified date unless you may participate in the distribution without converting;
	• if we distribute to all or substantially all holders of our common stock cash, assets, debt securities or capital

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	stock, which distribution has a per common share value as determined by our board of directors exceeding 5% of the closing sale price of our common stock on the day preceding the declaration for such distribution, then once we have given notice to you, you will have such conversion right until a specified date unless you may participate in the distribution without converting; or
	• if we become a party to a consolidation, merger or sale of all or substantially all of our assets that constitutes a change in control, as that term is defined in this prospectus under the caption entitled “Description of the New Notes — Repurchase at Option of Holders Upon a Change in Control,” or such an event occurs that would have been a change in control but for one or more of the exceptions to the definition of change in control as specified under the caption entitled “Description of the New Notes — Conversion Rights,” then you will have such conversion right beginning 15 days prior to the anticipated effective date of the transaction until 15 days following its effective date.
	The most recent date on which the sale price of our common stock was at or above $11.60 was February 1, 2002.
	You may also convert your new notes for the five business day period after any five consecutive trading-day period in which the average trading prices for the new notes for such five trading-day period was less than 95% of the average reference period conversion value (as defined in this prospectus under the section “Description of the New Notes — Conversion Rights”) for the new notes during that period; provided, however, if, at the time of the conversion, the closing sale price of shares of our common stock is greater than the then current conversion price on the new notes and less than or equal to 120% of the then current conversion price of the new notes, you surrender your new notes for conversion and the new notes are not otherwise convertible, you will receive cash with a value equal to the principal amount of your new notes on such conversion date.
	The conversion rate is subject to adjustment upon certain events.
Settlement upon conversion	Subject to certain exceptions, if a holder surrenders new notes for conversion, such holder will receive, in respect of each $1,000 principal amount of new notes:
	• cash in an amount (the “principal return”) equal to the lesser of (1) the principal amount of each new note to be converted and (2) the “conversion value,” which is equal to (a) the applicable conversion rate, multiplied by (b) the applicable stock price, as defined under “Description of the New Notes — Conversion Rights — Conversion Settlement,” and

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	• if the conversion value is greater than the principal amount of each new note, at our election, a number of shares of our common stock (the “net shares”) equal to the sum of the daily share amounts, calculated as described under “Description of the New Notes — Conversion Rights — Conversion Settlement,” or a cash amount equal to the sum of the daily cash amounts, calculated as described under “Description of the New Notes — Conversion Rights — Conversion Settlement.”
	Without regard to any possible adjustment to the conversion rate upon certain changes in control as described below, at the initial conversion price, our common stock must be trading at or above $9.67 for a holder to have the possibility of receiving shares of our common stock. The most recent date on which the sale price of our common stock was at or above $9.67 was March 12, 2002.
Ranking	The new notes are our general, unsecured obligations, and rank equally in right of payment with all of our existing and future unsubordinated, unsecured indebtedness.
	The new notes are subordinated to any unsubordinated secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to any liabilities of our subsidiaries to the extent of the assets of those subsidiaries. As of November 30, 2004, the aggregate amount of liabilities of our subsidiaries, excluding intercompany liabilities, was approximately $2.1 billion. The indenture generally does not restrict the incurrence of debt by us or any of our subsidiaries.
Optional redemption by Solectron	On or after February 20, 2011, we have the option to redeem all or a portion of the new notes at 100% of the principal amount of the new notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Purchase of the new notes at the option of the holder	You may require us to purchase all or a portion of your new notes in cash on February 15 of each of 2011, 2014, 2019, 2024 and 2029 at 100% of the principal amount of the new notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
Repurchase upon a change in control	Upon a change in control you will have the right, subject to conditions and restrictions, to require us to repurchase some or all of your new notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and liquidated damages owed, if any, to, but excluding, the date of repurchase.
Adjustment to conversion rate upon certain changes in control	We will increase the conversion rate for the new notes surrendered for conversion prior to February 15, 2011 by a number of additional shares as described below, subject to certain exceptions, provided, however, that no increase will be made in the case of a change in control if at least 90% of

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	the consideration paid for our common stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such change in control transaction consists of shares of capital stock traded on the New York Stock Exchange or another U.S. national securities exchange or quoted on The Nasdaq Stock Market or a successor automated over-the-counter trading market in the United States (or that will be so traded or quoted immediately following the transaction). The number of additional shares will be determined based on the effective date of the change in control and the price (the “stock price”) paid per share of our common stock in such change in control transaction. A description of how the number of additional shares will be determined and a table showing the additional share amounts at various stock prices and change in control effective dates is set forth under “Description of the New Notes — Adjustment to Conversion Rate Upon a Change in Control.” In no event will the conversion rate (taking into account any increases in the conversion rate for the additional shares) exceed 186.5468 per $1,000 principal amount of new notes, subject to adjustment.
Use of proceeds	We will not receive any of the proceeds from the issuance of the new notes or the sale by any selling securityholder of the new notes or the underlying common stock into which the new notes may be converted.
Events of default	The following are events of default under the indenture for the new notes:
	• we fail to pay the principal of any note when due;
	• we fail to pay interest, if any, on any new note when due, and such failure continues for 30 days;
	• we fail to pay the principal return (and cash in lieu of fractional shares) or the net cash amount or deliver the net shares, in each case when due;
	• we fail to provide the notice that we are required to give in the event of a change in control;
	• we breach or fail to perform any other covenant or agreement in the indenture and that failure continues for 60 days following written notice to us by the trustee or the holders of at least 25% in aggregate principal amount of the new notes then outstanding;
	• we fail to pay when due, either at its maturity or upon acceleration, any indebtedness for borrowed money by us under any bonds, debentures, new notes or other evidences of indebtedness, or any guarantee by us thereof, of $50 million or more (or, following a “fall away event”, as defined under the caption “Description of the New Notes — Events of Default”, $100 million or more) if the indebtedness is not discharged, or the acceleration is not annulled, within 30 days after written notice by the trustee or the

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	holders of at least 25% in aggregate principal amount of the then outstanding new notes; and
	• certain events of bankruptcy, insolvency or reorganization involving us or any significant subsidiary, as specified in the indenture.
Trading of new notes; Listing of common stock	Our common stock is listed for trading on the New York Stock Exchange Composite Tape under the symbol “SLR.” The new notes are not listed for trading on any securities exchange or for inclusion in any automated quotation system.

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Summary Consolidated Financial Data

       The following summary consolidated financial data should be read in conjunction with our consolidated financial statements and related notes thereto, which are incorporated into this prospectus by reference. The summary information for the year ended August 31, 2002 through the year ended August 31, 2003 was derived from our Current Report on Form 8-K filed February  9, 2004, which was issued to reflect the reclassification of our discontinued operations. The summary information for the year ended August 31, 2004 was derived from our audited consolidated statements of operations in our Form 10-K for the period ended August 31, 2004. The summary financial information for the three months ended November 30, 2003 and 2004 was derived from our unaudited condensed consolidated statements of operations for the periods included in our Form 10-Q for the period ended November 30, 2004. This historical information is not necessarily indicative of the results to be expected in the future.

												Three Months
												Ended
			Year Ended August 31,									November 30,
			2002			2003			2004			2003			2004
			(in millions)
Statement of Operations Data:
	Net sales		$	10,738.7		$	9,828.3		$	11,638.3		$	2,696.8		$	2,690.6
	Cost of sales			10,233.8			9,386.3			11,058.0			2,569.3			2,534.4
	Gross profit			504.9			442.0			580.3			127.5			156.2
	Operating expenses:
		Selling, general and administrative		658.2			566.1			440.9			114.7			95.5
		Restructuring and impairment costs		3,293.6			2,235.7			176.8			27.0			1.6
	Operating (loss) income			(3,446.9	)		(2,359.8	)		(37.4	)		(14.2	)		59.1
	Interest income			61.1			26.8			14.8			2.4			5.8
	Interest expense			(238.8	)		(207.1	)		(144.2	)		(43.9	)		(16.3	)
	Other (expense) income — net			104.8			52.4			(85.3	)		6.0			3.0
	Operating (loss) income from continuing operations before income taxes			(3,519.8	)		(2,487.7	)		(252.1	)		(49.7	)		51.6
	Income tax expense (benefit)			(449.0	)		532.1			0.3			2.5			4.7
	(Loss) income from continuing operations			(3,070.8	)		(3,019.8	)		(251.8	)		(52.2	)		46.9
	Discontinued operations:
		Income (loss) from discontinued operations		(57.6	)		(330.0	)		90.9			(67.3	)		10.7
		Income tax expense (benefit)		(18.2	)		112.2			8.0			0.3			1.7
	Income (loss) from discontinued operations			(39.4	)		(442.2	)		82.9			(67.6	)		9.0
	Net income (loss)		$	(3,110.2	)	$	(3,462.0	)	$	(168.9	)	$	(119.8	)	$	55.9
	Basic and diluted income (loss) from continuing operations per share		$	(3.93	)	$	(3.65	)	$	(0.29	)	$	(0.06	)	$	0.05
	Basic and diluted net income (loss) per share			(3.98	)		(4.18	)		(0.19	)		(0.14	)		0.06
Other Data:
	Depreciation and amortization		$	327.3		$	245.7		$	226.9		$	59.3		$	48.5
	Capital expenditures			203.2			124.6			149.6			37.0			32.0
	Cash (used in) provided by operating activities of continuing operations			2,053.4			281.2			(8.9	)		(114.3	)		195.2
Balance Sheet Data (November 30, 2004):
Cash and cash equivalents															$	1,680.2
Working capital																2,696.4
Property and equipment, net																711.8
Total assets																5,805.3
Total debt																1,236.6
Stockholders’ equity																2,509.4
Book value per share of common stock(1)																2.58

(1)  Book value per share of common stock was determined based on total stockholders’ equity divided by common stock issued and outstanding as of November 30, 2004.

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RISK FACTORS

       Before deciding whether to tender their outstanding notes, holders should carefully consider the following information in addition to the other information contained in this prospectus and the documents incorporated by reference into this prospectus. The risks and uncertainties described below are not the only ones we face, and additional risks not presently known to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition and results of operations could be materially adversely affected.

       This prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those implied by our forward-looking statements. The following are all of the factors that might cause such differences which are material and presently known to us. See also “Disclosure Regarding Forward-Looking Statements.”

Risks Related to the New Notes and the Outstanding Notes

       The following are risks related to both the new notes and the outstanding notes. For purposes of this section, references to the “notes” include the new notes and the outstanding notes.

Our substantial debt could adversely affect our cash flow and prevent us from fulfilling our obligations.

       We have, and will continue to have after the offering of the new notes, significant amounts of outstanding indebtedness and interest cost. Our level of indebtedness presents risks to investors, including the possibility that we may be unable to generate cash sufficient to pay the principal of and interest on our indebtedness when it becomes due. As of November 30, 2004, we had (1) consolidated total debt of approximately $1.2 billion, and (2) a ratio of total liabilities to stockholders’ equity of approximately 1.3 to 1.

       For the first quarter of fiscal 2005 ended November 30, our ratio of earnings to fixed charges was 3.3 to 1. For the fiscal year ended August 31, 2004 and the first quarter of fiscal 2004 ended November 30, our fixed charges exceeded our earnings from continuing operations by approximately $252.1 million and $49.7 million, respectively. Our earnings consist of income from continuing operations before income taxes plus fixed charges and fixed charges consist of (i) interest on all indebtedness and amortization of debt discount and expenses, (ii) capitalized interest and (iii) an interest factor attributable to rentals.

       Our substantial debt could have important consequences, such as making it more difficult or impossible for us to make payments on the new notes or any other indebtedness or obligations.

       The indenture governing the outstanding notes does not, and the indenture governing the new notes will not, contain any covenant generally restricting our ability to incur new indebtedness. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

Your right to receive payments on the notes is subordinated to the rights of our existing and future unsubordinated, secured creditors and structurally subordinated to holders of our subsidiaries’ obligations.

       The notes are unsecured and will be subordinated to all of our existing and future unsubordinated, secured indebtedness to the extent of the value of the collateral securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our subsidiaries, whether or not secured. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding of our company, our assets will be available to satisfy obligations of our unsubordinated, secured debt to the extent of its collateral before any payment may be made on the notes. In addition, to the extent that such assets cannot satisfy in full our unsubordinated, secured debt, the holders of that

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debt would have a claim for any shortfall that would rank equally in right of payment (or structurally senior if the debt were issued or guaranteed by a subsidiary) with the notes. In such an event, we may not have sufficient assets remaining to pay amounts on any or all of the notes. Our right to receive assets of any of our subsidiaries upon the subsidiary’s liquidation or reorganization (and the consequent right of the holders of the notes to those assets) will be structurally subordinated to the claims of that subsidiary’s creditors. Consequently, the outstanding notes are, and the new notes will be, structurally subordinated to all liabilities, including trade payables and lease obligations, of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. As of November 30, 2004, our subsidiaries had approximately $2.1 billion of liabilities, principally trade payables, outstanding (excluding intercompany liabilities).

       As of November 30, 2004, we had $0 of borrowings outstanding under our credit facility. Our credit facility is secured by a pledge of all of the capital stock of our domestic material subsidiaries, 65% of the capital stock of certain of our foreign material subsidiaries and all of our intercompany loans. See “Description of Certain Indebtedness — Credit Facility.” Upon any distribution to our creditors or upon default in payment of or acceleration of the maturity of our credit facility, the lenders under the credit facility would be entitled to be repaid in full before any payment is made to holders of the notes from the proceeds of the collateral securing such indebtedness. In any of these cases, we may not have sufficient funds to pay all of our creditors, including the holders of the notes.

Our holding company structure makes us dependent on cash flow from our subsidiaries to meet our obligations.

       Most of our operations are conducted through, and most of our assets are held by, our subsidiaries, and, therefore, we are dependent on the cash flow of our subsidiaries to meet our debt obligations, including our obligations under the new notes. Our subsidiaries are separate legal entities that will have no obligation to pay any amounts due under the notes or to make any funds available for that purpose, whether by dividends, loans or other payments. The ability of our subsidiaries to pay dividends or otherwise transfer assets to us is subject to various restrictions, including restrictions under applicable law.

       Our subsidiaries will not guarantee the payment of or otherwise be obligors on the notes. Except to the extent we may ourselves be a creditor with recognized claims against our subsidiaries, all claims of holders of obligations of our subsidiaries will have priority with respect to the assets of such subsidiaries over the claims of our creditors, including holders of the notes.

We may be unable to repay, purchase or repurchase the notes or to finance the conversion of the new notes.

       At maturity, the entire outstanding principal amount of the notes will become due and payable. Holders will also have the right to require us to purchase all or any portion of their notes on each February 15 of 2011, 2014, 2019, 2024 and 2029. In addition, if we experience a change in control, as defined in “Description of the New Notes — Repurchase at Option of Holders Upon a Change in Control,” you may require us to repurchase all or a portion of your notes for cash. At maturity, on each February 15 of 2011, 2014, 2019, 2024 and 2029, or if a change in control occurs, we may not have sufficient funds or may be unable to arrange for additional financing to pay the principal amount due, the purchase price or the repurchase price due. Any future borrowing arrangements or agreements relating to debt to which we become a party may contain restrictions on, or prohibitions against, our repayments, purchases or repurchases of the notes. If the maturity date, the purchase date or a change in control occurs at a time when our other arrangements prohibit us from repaying, purchasing or repurchasing the notes, we could try to obtain the consent of the lenders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. If we do not obtain the necessary consents or refinance these borrowings, we would be unable to repay, purchase or repurchase the notes. In that case, our failure to purchase or repurchase any tendered notes or repay the notes due upon maturity would constitute an event of default under the indenture.

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The price of our common stock and the price of our notes may fluctuate significantly, which may result in losses for investors.

       The convertibility feature of the notes will cause the price of the notes to be determined in part by the market price of our common stock. The market price for our common stock and prices of our notes may be volatile. Among the factors that could affect our stock price and the price of our notes, are the following:

•  actual or anticipated variations in periodic operating results;

•  announcements of technological innovations, new products or services by us or our competitors;

•  changes in financial estimates or recommendations by securities analysts;

•  the addition or loss of strategic relationships or relationships with our key customers;

•  announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments or of significant new product developments or changes in business strategy;

•  legal, regulatory or political developments;

•  additions or departures of key personnel;

•  public or private sales of our common stock or securities convertible, exercisable or exchangeable into our common stock;

•  general market conditions;

•  credit ratings of our debt securities; and

•  level of leverage and terms of our borrowings.

The conditional conversion feature could result in your receiving less than the value of the shares of common stock into which the notes are to be converted.

       The notes are convertible into our common stock only if certain conditions are met. If those conditions are not met you will not be able to convert your notes and would not be able to receive the value of the common stock.

The new notes may not be rated or may receive a lower rating than anticipated.

       We do not intend to seek a rating on the new notes. However, if one or more rating agencies rates the new notes and assigns the new notes a rating lower than the rating expected by investors, or reduces their rating in the future, the market price of the new notes and our common stock would be harmed.

Provisions of the notes could discourage an acquisition of us by a third party.

       Certain provisions of the notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a change in control, holders of the notes will have the right, at their option, to require us to repurchase all of their notes or any portion of the principal amount of such notes in integral multiples of $1,000. Subject to certain exceptions, the conversion rate will be increased if we become a party to a consolidation, merger or sale of all or substantially all of our assets that constitutes a change in control. In addition, pursuant to the terms of the notes, we may not enter into certain mergers or acquisitions unless, among other things, the surviving person or entity assumes the payment of the principal of, and interest on the notes.

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The notes generally do not contain restrictive covenants.

       The indenture governing the outstanding notes generally does not, and the indenture governing the new notes generally will not, contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The indenture for the outstanding notes does not, and the indenture for the new notes will not, contain covenants or other provisions to afford protection to holders of the notes in the event of a change in control involving Solectron, except to the extent described under “Description of the New Notes — Repurchase at Option of Holders Upon a Change in Control.”

Risks Related to the New Notes and the Exchange Offer

The make-whole amount payable upon the occurrence of a change in control may not adequately compensate you for the lost option value of your new notes as a result of such change in control and may not be enforceable.

       If a change in control occurs, we may increase the conversion rate for new notes converted at the time of or after the change in control. The amount of such increase to the conversion rate, if any, will be based on the price paid per share of our common stock in the transaction constituting the change in control. A description of how the make-whole amount will be determined is described under “Description of the New Notes — Conversion Rights — Adjustment to Conversion Rate Upon a Change in Control.” While the make-whole amount is intended to compensate you for the lost option value of your new notes as a result of a change in control, the make-whole amount is only an approximation of such lost value and may not adequately compensate you for such loss. In addition, if the price paid per share of our common stock in the change in control is less than $5.07 or more than $30.00 (in each case subject to adjustment), there will be no such make-whole adjustment. Furthermore, our obligation to pay the make-whole amount could be considered an unenforceable penalty, subject to general principles of reasonableness of economic remedies.

No public market exists for the new notes.

       The new notes are a new issue of securities for which there is currently no public market. We do not intend to list the new notes on any national securities exchange or automated quotation system. While the outstanding notes are not listed on any national securities exchange or quoted on an automated quotation system, several brokers-dealers make a market in the outstanding notes. We cannot assure you that an active or sustained trading market for the new notes will develop or that the holders will be able to sell their new notes. The dealer manager has informed us that it intends to make a market in the new notes after the exchange offer is completed. However, the dealer manager is not required to make a market and may cease its market-making at any time and without notice. Since there is no condition as to the minimum amount of outstanding notes that must be tendered in the exchange offer, we cannot assure you that the new notes will have sufficient liquidity to avoid price volatility and trading disadvantages.

       Moreover, even if the holders are able to sell their new notes, we cannot assure you as to the price at which any sales will be made. Future trading prices of the new notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and credit rating, the price of our common stock and the market for similar securities. Additionally, it is possible that the market for the new notes will be subject to disruptions which may have a negative effect on the holders of the new notes, regardless of our prospects or financial performance.

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You may not receive any common stock upon conversion, which may mean that you will not receive the benefit of any appreciation in the price of our common stock after the date of conversion, and conversion will result in a recognition of gain for U.S. federal income tax purposes.

       You will not have the right to receive shares of our common stock upon conversion. Instead, you will receive a cash equivalent or a combination of cash and shares of our common stock at our election, determined as set forth in this prospectus.

       To the extent that you receive a cash payment in lieu of our common stock upon a conversion, you will not have the benefits of stock ownership, including the right to vote on matters pertaining to our common stock and the ability to participate in the appreciation in value of our common stock. In that event, if you wish to own our common stock upon conversion, you will have to purchase it in the open market. The price you pay in the open market may be greater than the per share equivalent value you receive from us. This difference could be greater if holders of a substantial number of new notes convert at the same time and then wish to acquire our stock at the same time.

       Unlike upon a conversion of the outstanding notes into shares of our common stock a conversion of new notes will result in the recognition of gain for U.S. federal income tax purposes. Consequently, you will be required to pay tax on any gain on the new notes to the extent you receive cash sooner than if you had converted your outstanding notes into shares of common stock and held.

We may not have sufficient cash on hand to pay the amounts due upon conversion of the new notes.

       Unlike the outstanding notes, the new notes are convertible into cash equal to their principal amount and the net shares, if any. Upon conversion of the new notes, we may not have sufficient funds or may be unable to arrange for additional financing to pay the required cash payments upon conversion. Any future borrowing arrangements or agreements relating to debt to which we become a party may contain restrictions on, or prohibitions against, payments upon conversion of the new notes. If a conversion of new notes occurs at a time when our other arrangements prohibit us from converting the new notes, we could try to obtain the consent of the lenders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. If we do not obtain the necessary consents or refinance these borrowings, we would be unable to convert the new notes. In that case, our failure to pay the principal value upon conversion of the new notes would constitute an event of default under the indenture.

If you do not exchange your outstanding notes, the outstanding notes you retain may become less liquid as a result of the exchange offer.

       If a significant number of outstanding notes are exchanged in the exchange offer, the liquidity of the trading market for the outstanding notes, if any, after the completion of the exchange offer may be substantially reduced. Any outstanding notes exchanged will reduce the aggregate number of outstanding notes outstanding. As a result, the outstanding notes may trade at a discount to the price at which they would trade if the transactions contemplated by this prospectus were not consummated, subject to prevailing interest rates, the market for similar securities and other factors. We cannot assure you that an active market in the outstanding notes will exist or be maintained and we cannot assure you as to the prices at which the outstanding notes may be traded.

The U.S. federal income tax consequences of the exchange of the outstanding notes for the new notes are not entirely clear.

       The U.S. federal income tax consequences of the exchange offer and of the ownership and disposition of the new notes are not entirely clear because there is no statutory, administrative or judicial authority that specifically addresses an exchange with the terms of the exchange offer. The

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modifications to the outstanding notes resulting from the exchange of outstanding notes for new notes should not constitute a significant modification of the outstanding notes for U.S. federal income tax purposes. Assuming that this position is correct, the new notes should be treated as a continuation of the outstanding notes and, except for the cash consideration, there should be no U.S. federal income tax consequences to a holder who exchanges outstanding notes for new notes pursuant to the exchange offer.

       There is no statutory, administrative or judicial authority that specifically addresses a payment of cash consideration to the holders of notes as part of a transaction such as the exchange offer. Although the matter is not free from doubt, the payment of the cash consideration should be treated as ordinary income to holders participating in the exchange offer. Accordingly, unless an exception applies, we intend to withhold tax at a rate of 30% from the payment of the cash consideration to any non-U.S. holder participating in the exchange.

       If the exchange were to constitute a significant modification of the outstanding notes, the exchange should be characterized as a non-taxable recapitalization in which an exchanging holder, except for the cash consideration, would not recognize any gain or loss but may be required to accrue, in each year in which such holder holds the new notes, a greater amount of interest for U.S. federal income tax purposes than such holder would have been required to accrue on the outstanding notes. See the section of this prospectus entitled “Material U.S. Federal Income Tax Considerations” beginning on page 69.

Risks Related to Our Business

Most of our net sales come from a small number of customers; if we lose any of these customers, our net sales could decline significantly.

       Most of our annual net sales come from a small number of our customers. Our ten largest customers accounted for approximately 60.7% and 58.1% of net sales from continuing operations in the first quarter of fiscal 2005 and 2004, respectively. During the first quarter of fiscal 2005, two of these customers individually account for more than ten percent of our annual net sales. Any material delay, cancellation or reduction of orders from these or other major customers could cause our net sales to decline significantly, and we may not be able to reduce the accompanying expenses at the same time. We cannot guarantee that we will be able to retain any of our largest customers or any other accounts, or that we will be able to realize the expected revenues under existing or anticipated supply agreements with these customers. Our business, market share, consolidated financial condition and results of operations will continue to depend significantly on our ability to obtain orders from new customers, retain existing customers, realize expected revenues under existing and anticipated supply agreements, as well as on the consolidated financial condition and success of our customers and their customers.

       Net sales may not improve, and could decline, in future periods if there is continued or resumed weakness in customer demand, particularly in the telecommunications and computing sectors, resulting from worldwide economic conditions. In addition, in connection with our efforts to improve our gross profits, we have engaged in pricing discussions with certain customers on specific programs where we felt we were under-compensated for the services and value that we were providing. Where we have not been able to reach mutual agreement with a customer on price adjustments, we have mutually agreed with the customer to transition the business in question to a new supplier. While we believe our disengagement from specific programs with certain customers will ultimately advance our efforts to return to sustained profitability, there can be no assurance that such disengagements will not result in unanticipated or adverse financial effects.

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Our customers may cancel their orders, change production quantities or locations, or delay production.

       To remain competitive, EMS companies must provide increasingly rapid product turnaround, at increasingly competitive prices, for their customers. We generally do not have long-term contractual commitments from our top customers. As a result, we cannot guarantee that we will continue to receive any net sales from our customers. Customers may cancel their orders, change production quantities or delay production for a number of reasons outside of our control. Many of our customers’ industries have recently experienced a significant decrease in demand for their products and services, as well as substantial price competition. The generally uncertain economic condition of several of our customers’ industries has resulted, and may continue to result, in some of our customers delaying purchases on some of the products we manufacture for them, and placing purchase orders for lower volumes of products than previously anticipated. Cancellations, reductions or delays by a significant customer or by a group of customers would seriously harm our results of operations by reducing the volumes of products manufactured by us for the customers and delivered in that period. Furthermore, delays in the repayment of our expenditures for inventory in preparation for customer orders and lower asset utilization in those periods would result in lower gross profits. In addition, customers may require that manufacturing of their products be transitioned from one facility to another to achieve cost and other objectives. Such transfers, if unanticipated or not properly executed, could result in various inefficiencies and costs, including excess capacity and overhead at one facility and capacity constraints and related strains on our resources at the other, disruption and delays in product deliveries and sales, deterioration in product quality and customer satisfaction, and increased manufacturing and scrap costs.

We may not be able to sell excess or obsolete inventory to customers or third parties, which could have a material adverse impact on our consolidated financial condition.

       The majority of our inventory purchases and commitments are based upon demand forecasts that our customers provide to us. The customers’ forecasts, and any changes to the forecasts, including cancellations, may lead to on-hand inventory quantities and on-order purchase commitments that are in excess of the customers’ revised needs, or that become obsolete.

       We generally enter into supply agreements with our significant customers. Under these supply agreements, the extent of our customer’s responsibility for excess or obsolete inventory related to raw materials that were previously purchased or ordered to meet that customer’s demand forecast is defined. If our customers do not comply with their contractual obligations to purchase excess or obsolete inventory back from us and we are unable to use or sell such inventory, our consolidated financial condition could be materially harmed. Some of our customers are in the telecommunications industry, an industry that in recent years has experienced declining revenue, large losses, negative cash flows, and several bankruptcies or defaults on borrowing arrangements. In the past, some of our customers have defaulted on their obligations to purchase inventory back from us. There is a risk that, in the future, these or other customers may not purchase inventory back from us despite contractual obligations, which could harm our consolidated financial condition if we are unable to sell the inventory at carrying value. In addition, enforcement of these supply agreements may result in material expenses, delays in payment for inventory and/or disruptions in our customer relationships.

       We are responsible for excess and obsolete inventory resulting from inventory purchases in excess of inventory needed to meet customer demand forecasts at the time the purchase commitments were made, as well as any inventory purchases not made pursuant to the customer’s responsibility under our supply agreements. For inventory which is not the customer’s responsibility, provisions are made when required to reduce any such excess or obsolete inventory to its estimated net realizable value, based on the quantity of such inventory on hand, our customers’ latest forecasts of production requirements, and our assessment of available disposition alternatives such as use of components on other programs, the ability and cost to return components to the vendor, and our

25

estimates of resale values and opportunities. These assessments are necessarily based upon various assumptions and market conditions which are subject to rapid change, and/or which may ultimately prove to be inaccurate. Any material changes in our assumptions or market conditions could have a significant effect on our estimates of net realizable value, could necessitate material changes in our provisions for excess and obsolete inventory, and could have a material adverse impact on our consolidated financial condition. In addition, in the normal course of business, bona fide disagreements may arise over the amount and/or timing of such claims, and in order to avoid litigation expenses, collection risks, or disruption of customer relationships, we may elect to settle such disputes for lesser amounts than we believe we should be entitled to recover. In these instances, we must bear the economic loss of any such excess or obsolete inventory, which could have a material adverse impact on our consolidated financial condition.

Our non-U.S. locations represent a significant portion of our net sales; we are exposed to risks associated with operating internationally.

       Approximately 70.8% and 71.7% of our net sales from continuing operations are the result of services and products manufactured in countries outside the United States during the first quarter of fiscal 2005 and 2004, respectively. As a result of our foreign sales and facilities, our operations are subject to a variety of risks and costs that are unique to international operations, including the following:

•  adverse movement of foreign currencies against the U.S. dollar in which our results are reported;

•  import and export duties, and value added taxes;

•  import and export regulation changes that could erode our profit margins or restrict exports and/or imports;

•  potential restrictions on the transfer of funds;

•  government and license requirements governing the transfer of technology and products abroad;

•  disruption of local labor supply and/or transportation services;

•  inflexible employee contracts in the event of business downturns;

•  the burden and cost of compliance with import and export regulations and foreign laws;

•  economic and political risks in emerging or developing economies; and

•  risks of conflict and terrorism that could disrupt our or our customers’ and suppliers’ businesses.

       We have been granted tax holidays, which are effective through 2012 subject to some conditions, for our Malaysian and Singapore sites. We have also been granted various tax holidays in China. These tax holidays are effective for various terms and are subject to some conditions. It is possible that the current tax holidays will be terminated or modified or that future tax holidays that we may seek will not be granted. If the current tax holidays are terminated or modified, or if additional tax holidays are not granted in the future or when our current tax holidays expire, our future effective income tax rate could increase.

We are exposed to general economic conditions, which could have a material adverse impact on our business, operating results and consolidated financial condition.

       As a result of the recent economic conditions in the U.S. and internationally, and reduced capital spending as well as uncertain end-market demand, our customers’ and therefore our sales have been difficult to forecast with accuracy. If there were to be continued or resumed weakness in

26

these industries which we serve, or any further deterioration in the business or financial condition of our customers, it could have a material adverse impact on our business, operating results and consolidated financial condition. In addition, if the economic conditions in the United States and the other markets we serve worsen, we may experience a material adverse impact on our business, operating results and consolidated financial condition.

Possible fluctuation of operating results from quarter to quarter and factors out of our control could affect the market price of our securities.

       Our quarterly earnings and/or stock price may fluctuate in the future due to a number of factors including the following:

•  differences in the profitability of the types of manufacturing services we provide. For example, high velocity and low complexity printed circuit boards and systems assembly services have lower gross profit than low volume/complex printed circuit boards and systems assembly services;

•  our ability to maximize the hours of use of our equipment and facilities is dependent on the duration of the production run time for each job and customer;

•  the amount of automation that we can use in the manufacturing process for cost reduction varies, depending upon the complexity of the product being made;

•  our customers’ demand for our products and their ability to take delivery of our products and to make timely payments for delivered products;

•  our ability to optimize the ordering of inventory as to timing and amount to avoid holding inventory in excess of immediate production needs;

•  our ability to offer technologically advanced, cost-effective, quick response, manufacturing services;

•  fluctuations in the availability and pricing of components;

•  timing of expenditures in anticipation of increased sales;

•  cyclicality in our target markets;

•  fluctuations in our market share;

•  expenses and disruptions associated with acquisitions and divestitures;

•  announcements of operating results and business conditions by our customers;

•  announcements by our competitors relating to new customers or technological innovation or new services;

•  economic developments in the electronics industry as a whole;

•  credit rating and stock analyst downgrades;

•  political and economic developments in countries in which we have operations; and

•  general market conditions.

       If our operating results in the future are below the expectations of securities analysts and investors, the market price of our outstanding securities could be harmed.

If we incur more restructuring-related charges than currently anticipated, our consolidated financial condition and results of operations may suffer.

       We incurred approximately $1.6 million of restructuring and impairment costs relating to continuing operations in the first quarter of fiscal 2005 and approximately $27.0 million during the

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first quarter of fiscal 2004. If our estimates about previous restructuring charges prove to be inadequate, our consolidated financial condition and results of operations may suffer. While we believe our capacity is appropriate for current revenue levels, we continue to evaluate our cost structure relative to future financial results and customer demand. If our estimates about future financial results and customer demand prove to be inadequate, our consolidated financial condition and consolidated results of operations may suffer.

We depend on limited or sole source suppliers for critical components; the inability to obtain sufficient components as required or favorable purchase terms, would cause harm to our business.

       We are dependent on certain suppliers, including limited and sole source suppliers, to provide key components used in our products. We have experienced, and may continue to experience, delays in component deliveries, which in turn could cause delays in product shipments and require the redesign of certain products. In addition, if we are unable to procure necessary components under favorable purchase terms, including at favorable prices and with the order lead-times needed for the efficient and profitable operation of our factories, our results of operations could suffer. The electronics industry has experienced in the past, and may experience in the future, shortages in semiconductor devices, including application-specific integrated circuits, DRAM, SRAM, flash memory, certain passive devices such as tantalum capacitors, and other commodities that may be caused by such conditions as overall market demand surges or supplier production capacity constraints. The inability to continue to obtain sufficient components as and when required, or to develop alternative sources as and when required, could cause delays, disruptions or reductions in product shipments or require product redesigns which could damage relationships with current or prospective customers, and increase inventory levels and costs, thereby causing harm to our business.

We potentially bear the risk of price increases associated with shortages in electronics components.

       At various times, there have been shortages of components in the electronics industry leading to increased component prices. One of the services that we perform for many customers is purchasing electronics components used in the manufacturing of the customers’ products. As a result of this service, we potentially bear the risk of price increases for these components if we are unable to purchase components at the pricing level anticipated to support the margins assumed in our agreements with our customers.

Our net sales could decline if our competitors provide comparable manufacturing services and improved products at a lower cost.

       We compete with different contract manufacturers, depending on the type of service we provide or the geographic locale of our operations, in an industry which is intensely competitive. These competitors may have greater manufacturing, financial, R&D and/or marketing resources than we have. In addition, we may not be able to offer prices as low as some of our competitors because those competitors may have lower cost structures as a result of their geographic location or the services they provide, or because such competitors are willing to accept business at lower margins in order to utilize more of their excess capacity. In that event, our net sales could decline. We also expect our competitors to continue to improve the performance of their current products or services, to reduce their current products or service sales prices and to introduce new products or services that may offer greater value-added performance and improved pricing. Any of these could cause a decline in sales, loss of market acceptance of our products or services and corresponding loss of market share, or profit margin compression. We have experienced instances in which customers have transferred certain portions of their business to competitors in response to more attractive pricing quotations than we have been willing to offer, and there can be no assurance that we will not

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lose business in the future in response to such competitive pricing or other inducements which may be offered by our competitors.

We depend on the continuing trend of OEMs to outsource.

       A substantial factor in our past revenue growth was attributable to the transfer of manufacturing and supply-based management activities from our OEM customers. Future growth is partially dependent on new outsourcing opportunities. To the extent that these opportunities are not available, our future growth would be unfavorably impacted.

Our strategic relationships with major customers create risks.

       In the past several years, we completed several strategic transactions with OEM customers. Under these arrangements, we generally acquired inventory, equipment and other assets from the OEM, and leased (or in some cases acquired) their manufacturing facilities, while simultaneously entering into multi-year supply agreements for the production of their products. There has been strong competition among EMS companies for these transactions, and this competition may continue to be a factor in customers’ selection of their EMS providers. These transactions contributed to a significant portion of our past revenue growth, as well as to a significant portion of our more recent restructuring charges and goodwill and intangible asset impairments. While we do not anticipate our acquisitions of OEM plants and equipment in the near future to return to the levels at which they occurred in the recent past, there may be occasions on which we determine it to be advantageous to complete acquisitions in selected geographic and/or industry markets. As part of such arrangements, we would typically enter into supply agreements with the divesting OEMs, but such agreements generally do not require any minimum volumes of purchases by the OEM and the actual volume of purchases may be less than anticipated. Arrangements which may be entered into with divesting OEMs typically would involve many risks, including the following:

•  we may pay a purchase price to the divesting OEMs that exceeds the value we are ultimately able to realize from the future business of the OEM;

•  the integration into our business of the acquired assets and facilities may be time-consuming and costly;

•  we, rather than the divesting OEM, would bear the risk of excess capacity;

•  we may not achieve anticipated cost reductions and efficiencies;

•  we may be unable to meet the expectations of the OEM as to volume, product quality, timeliness and cost reductions; and

•  if demand for the OEM’s products declines, the OEM may reduce its volume of purchases, and we may not be able to sufficiently reduce the expenses of operating the facility or use the facility to provide services to other OEMs, and we might find it appropriate to close, rather than continue to operate, the facility, and any such actions would require us to incur significant restructuring and/or impairment charges.

       As a result of these and other risks, we may be unable to achieve anticipated levels of profitability under such arrangements and they may not result in material revenues or contribute positively to our earnings. Additionally, other OEMs may not wish to obtain logistics or operations management services from us.

If we are unable to manage future acquisitions, and cost-effectively run our operations, our profitability could be adversely affected.

       Our ability to manage and integrate future acquisitions will require successful integration of such acquisitions into our manufacturing and logistics infrastructure, and may require enhancements or upgrades of accounting and other internal management systems and the implementation of a

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variety of procedures and controls. We cannot guarantee that significant problems in these areas will not occur. Any failure to enhance or expand these systems and implement such procedures and controls in an efficient manner and at a pace consistent with our business activities could harm our consolidated financial condition and results of operations. In addition, we may experience inefficiencies from the management of geographically dispersed facilities and incur substantial infrastructure and working capital costs.

Notwithstanding our divestiture of certain businesses, we will remain subject to certain indemnification obligations for a period of time after completion of the divestitures.

       The sale agreement for each of our divested businesses contains indemnification provisions under which we may be required to indemnify the buyer of the divested business for liabilities, losses, or expenses arising out of breaches of covenants and certain breaches of representations and warranties relating to the condition of the business prior to and at the time of sale. While we believe, based upon the facts presently known to us, that we have made adequate provision for any such potential indemnification obligations, it is possible that other facts may become known in the future which may subject us to claims for additional liabilities or expenses beyond those presently anticipated and provided for. Should any such unexpected liabilities or expenses be of a material amount, our finances could be adversely affected.

We may not be able adequately to satisfy regulatory requirements relating to internal controls over financial reporting or may encounter difficulties in implementing any new or improved internal controls.

       Section 404 of the Sarbanes Oxley Act of 2002 (“404”) requires that we evaluate and report on the effectiveness of Solectron’s internal controls over financial reporting beginning with the annual report filed on Form 10-K for the reporting period ending August 31, 2005. In addition, our independent auditors must report on management’s evaluation of Solectron’s internal controls. We are currently in the process of documenting and testing internal controls that will be used as the basis for the management report to be included in the Form 10-K. Our evaluation of internal controls may conclude that enhancements or changes to internal controls are necessary to satisfy the requirements of Section 404. Any failure to implement required new or improved controls, or difficulties encountered in the implementation of such new or improved controls, could have implications on our consolidated operating results or could result in a material weakness that would be required to be reported in the Form 10-K.

We are exposed to fluctuations in foreign currency exchange rates.

       We have currency exposure arising from both sales and purchases denominated in currencies other than the functional currency of our sites. Fluctuations in the rate of exchange between the currency of the exposure and the functional currency of our sites could seriously harm our business, operating results and consolidated financial condition.

       We enter into foreign exchange forward contracts intended to reduce the short-term impact of foreign currency fluctuations on foreign currency cash, receivables, investments, payables and indebtedness. The gains and losses on the foreign exchange forward contracts are intended to offset the transaction gains and losses on the foreign currency cash, receivables, investments, and payables recognized in earnings. We do not enter into foreign exchange forward contracts for speculative purposes. Our foreign exchange forward contracts related to current assets and liabilities are generally three months or less in original maturity.

       As of November 30, 2004, we had outstanding foreign exchange forward contracts with a total notional amount of approximately $471.7 million related to continuing operations. The change in value of the foreign exchange forward contracts resulting from a hypothetical 10% change in foreign

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exchange rates would be offset by the remeasurement of the related balance sheet items, the result of which would not be significant.

       As of November 30, 2004, the majority of our foreign currency hedging contracts were scheduled to mature in approximately three months and there were no material deferred gains or losses. In addition, our international operations in some instances act as a natural hedge because both operating expenses and a portion of sales are denominated in local currency. In these instances, although an unfavorable change in the exchange rate of a foreign currency against the U.S. dollar will result in lower sales when translated to U.S. dollars, operating expenses will also be lower in these circumstances. Although approximately 26.0% of our net sales from continuing operations in the first quarter of fiscal 2005 were denominated in currencies other than the U.S. dollar, we do not believe our total exposure to be significant because of natural hedges.

We are exposed to interest rate fluctuations.

       The primary objective of our investment activities is to preserve principal, while at the same time maximize yields without significantly increasing risk. To achieve this objective, we maintain our portfolio of cash equivalents in a variety of securities, including government and corporate obligations, certificates of deposit and money market funds. As of November 30, 2004, substantially our entire total portfolio was scheduled to mature in less than three months. A hypothetical 10% change in interest rates would not have a material effect on the fair value of our investment portfolios.

       As of November 30, 2004, we had no cash equivalents that were subject to interest rate risk (defined as risk of loss of investment fair value due to interest rate movements). The fair value of our cash equivalents approximated the carrying value as of November 30, 2004.

       Interest on long-term debt instruments is payable at fixed rates. In addition, the amount of principal to be repaid at maturity is also fixed. On November 15, 2002, we entered into an interest rate swap transaction under which we pay variable rates and we receive fixed rate. The interest swap effectively converted $500 million of our long-term debt with fixed interest rate into debt with variable rates of interest. Our interest rate swap, which expires on February 15, 2009, has a total notional amount of $500 million and relates to our 9.625% $500 million senior notes. Under this swap transaction we pay an interest rate equal to the 3-month LIBOR rate plus a fixed spread. In exchange, we receive fixed interest rates of 9.625%. Our interest rate swap creates interest rate risk for us. A hypothetical 50 basis point change in interest rates would not have a material effect on our consolidated financial position, results of operations and cash flows over the next fiscal year.

Failure to attract and retain key personnel and skilled associates could hurt our operations.

       Our continued success depends to a large extent upon the efforts and abilities of key managerial and technical associates. Losing the services of key personnel could harm us. Our business also depends upon our ability to continue to attract key executives and retain senior managers and skilled associates. Failure to do so could harm our business.

Failure to comply with environmental regulations could harm our business.

       As a company in the electronics manufacturing services industry, we are subject to a variety of environmental regulations, including those relating to the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing process as well as air quality and water quality regulations, restrictions on water use, and storm water regulations. Although we have never sustained any significant loss as a result of non-compliance with such regulations, any failure by us to comply with environmental laws and regulations could result in liabilities or the suspension of production. In addition, these laws and regulations could restrict our ability to expand our facilities or require us to acquire costly equipment or incur other significant costs to comply with regulations.

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       We own and lease some contaminated sites (for some of which we have been indemnified by third parties for required remediation), sites for which there is a risk of the presence of contamination, and sites with some levels of contamination for which we may be liable and which may or may not ultimately require any remediation. We have obtained environmental insurance to reduce potential environmental liability exposures posed by some of our operations and facilities. We believe, based on our current knowledge, that the cost of any groundwater or soil clean up that may be required at our facilities would not materially harm our business, consolidated financial condition and results of operations. Nevertheless, the process of remediating contamination in soil and groundwater at facilities is costly and cannot be estimated with high levels of confidence, and there can be no assurance that the costs of such activities would not harm our business, consolidated financial condition and results of operations in the future.

We may not be able adequately to protect or enforce our intellectual property rights and could become involved in intellectual property disputes.

       Our ability to effectively compete may be affected by our ability to protect our proprietary information. We hold a number of patents, patent applications, and various other trade secrets and license rights. These patents, trade secrets, and license rights may not provide meaningful protection for our manufacturing processes and equipment innovations, or we might find it necessary to initiate litigation proceedings to protect our intellectual property rights. Any such litigation could be lengthy and costly and could harm our consolidated financial condition.

       In the past we have been and may from time to time continue to be, notified of claims that we may be infringing patents, copyrights or other intellectual property rights owned by other parties. In the event of an infringement claim, we may be required to spend a significant amount of money to develop a non-infringing alternative, to obtain licenses, and/or to defend against the claim. We may not be successful in developing such an alternative or obtaining a license on reasonable terms, if at all. Any litigation, even where an infringement claim is without merit, could result in substantial costs and diversion of resources. Accordingly, the resolution or adjudication of intellectual property disputes could have a material adverse effect on our business, consolidated financial condition and results of operations.

Our rating downgrades make it more expensive for us to borrow money.

       On October 28, 2003 Standard and Poor’s downgraded our senior unsecured debt rating to “B+” with a stable outlook. On October 31, 2003 Moody’s downgraded our senior unsecured debt rating to “B1” with a stable outlook. These rating downgrades increase our cost of capital should we borrow under our revolving lines of credit, and may make it more expensive for us to raise additional capital in the future. Such capital raising activities may be on terms that may not be acceptable to us or otherwise not available. On June 22, 2004, Standard and Poor’s affirmed our senior unsecured rating and revised our outlook to positive from stable.

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PRICE RANGE OF COMMON STOCK

       Shares of our common stock are listed for trading on the New York Stock Exchange under the symbol “SLR.” The following table sets forth, for the periods indicated, the high and low sale prices per share of our common stock as reported on the New York Stock Exchange. These quotations represent prices between dealers and do not include retail markups, mark-downs, or commissions and may not necessarily represent actual transactions.

	High		Low
Fiscal Year ended August 31, 2003
First Quarter	$	4.86	$	1.39
Second Quarter		5.14		2.80
Third Quarter		4.10		2.84
Fourth Quarter		6.05		3.20
Fiscal Year ended August 31, 2004
First Quarter		6.89		5.11
Second Quarter		8.20		5.40
Third Quarter		6.55		4.39
Fourth Quarter		6.49		4.59
Fiscal Year ending August 31, 2005
First Quarter		6.20		4.78
Second Quarter (through February 1, 2005)		6.69		4.89

       On February 1, 2005, the last reported closing per share sale price of our common stock on the New York Stock Exchange was $4.97. As of January 28, 2005, there were approximately 8,069 stockholders of record.

DIVIDEND POLICY

       We have not paid any cash dividends since inception and do not intend to pay any cash dividends in the foreseeable future. Additionally, covenants contained in certain of our financing agreements prohibit the payment of cash dividends.

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RATIO OF EARNINGS TO FIXED CHARGES

       Our ratio of earnings to fixed charges for each of the periods indicated are as follows:

											Three Months
	Year Ended										Ended
											November 30,
	August 31,		August 31,		August 31,		August 31,		August 31,
	2000		2001		2002		2003		2004		2003		2004
Ratio of earnings to fixed charges(1)		7.8x		0.4x		—		—		—		—		3.3x

(1)  “Earnings” consist of income from continuing operations before income taxes plus fixed charges and “fixed charges” consist of (i) interest on all indebtedness and amortization of debt discount and expense, (ii) capitalized interest and (iii) an interest factor attributable to rentals. The deficiency of earnings to fixed charges were $126.0 million, $3,519.8 million, $2,487.7 million and $252.1 million for the fiscal years ended August 31, 2001, 2002, 2003 and 2004, respectively, and $49.7 million for the fiscal quarter ended November 30, 2003.

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CAPITALIZATION

       The table below sets forth the following unaudited information as of November 30, 2004:

•  our cash, cash equivalents, short-term debt, long-term debt and capitalization as of November 30, 2004; 

•  our cash, cash equivalents, short-term debt, long-term debt and capitalization, on an as adjusted basis assuming 50% of the outstanding notes are exchanged for new notes pursuant to the exchange offer; and

•  our cash, cash equivalents, short-term debt, long-term debt and capitalization, on an as adjusted basis assuming all of the outstanding notes are exchanged for new notes pursuant to the exchange offer.

       You should read this table in conjunction with our unaudited condensed consolidated financial statements and the schedules and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations incorporated by reference in this prospectus.

				As of November 30, 2004
							As Adjusted			As Adjusted
							for the			for the
							Exchange			Exchange
				Actual			Offer — 50%			Offer — 100%
							Exchange			Exchange
				(In millions, except share data)
Cash and cash equivalents				$	1,680.2		$	1,677.6		$	1,677.0
Short-term debt:
	Short-term debt			$	18.2		$	18.2		$	18.2
	3.25% LYONs® due 2020				3.0			3.0			3.0
		Total short-term debt			21.2			21.2			21.2
Long-term debt:
	Senior secured credit facility				0			0			0
	7.97% Subordinated Debentures due 2006				63.1			63.1			63.1
	7.375% Senior Notes due 2006				150.0			150.0			150.0
	9.625% Senior Notes due 2009				498.1			498.1			498.1
	4% LYONs® due 2019				0.7			0.7			0.7
	2.75% LYONs® due 2020				9.3			9.3			9.3
	0.50% Convertible Senior Notes due 2034				450.0			225.0			0
	0.50% Convertible Senior Notes, Series B due 2034				0			225.0			450.0
	Other long-term debt				44.2			44.2			44.2
		Total long-term debt			1,215.4			1,215.4			1,215.4
Stockholders’ equity:
	Preferred stock, 1,200,000 shares authorized; one issued or outstanding				—			—			—
	Common stock, 1,600,000,000 shares authorized; approximately 970.9 million shares issued and outstanding(1)				1			1			1
	Additional paid-in capital				7,842.4			7,842.4			7,842.4
	Accumulated deficit				(5,153.6	)		(5,155.7	)		(5,155.7	)
	Accumulated other comprehensive losses				(180.4	)		(180.4	)		(180.4	)
		Total stockholders’ equity			2,509.4			2,507.3			2,507.3
			Total debt and stockholders’ equity	$	3,746.0		$	3,743.9		$	3,743.9

(1)  Our outstanding common stock does not include (i) 54.6 million shares of common stock reserved for issuance under our stock option plans, under which options to purchase 48.8 million shares were outstanding as of November 30, 2004, at a weighted average exercise price of $11.36 per share and (ii) the common stock issuable upon conversion of our LYONs, the outstanding notes and the new notes offered hereby.

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THE EXCHANGE OFFER

Background

       We originally issued the outstanding notes in February 2004 in a transaction exempt from the registration requirements of the Securities Act. In April 2004, we filed a registration statement on Form S-3 (File No. 333-114447), which became effective in July 2004, covering resales from time to time by selling securityholders of our outstanding notes and shares of our common stock issuable upon conversion of the outstanding notes. In the event that any outstanding notes that have not been resold under the resale registration statement remain outstanding after the exchange offer, we are required to keep that registration statement open no later than February 17, 2006 as required by the registration rights agreement related to the outstanding notes. We commenced this exchange offer on January 13, 2005 for the reasons stated below.

Purpose of the Exchange Offer

       The purpose of this exchange offer is to exchange outstanding notes for new notes with certain different terms. We believe that changing the consideration payable upon conversion of the outstanding notes will reduce potential volatility on our earnings per share and reduce the likelihood of dilution to our stockholders, which is in the best interests of the company and our stockholders.

       The FASB’s adoption of EITF 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share,” adopted after the issuance of the outstanding note, requires us to include, in our calculation of diluted earnings per share, shares potentially issuable upon conversion of all of the outstanding notes into our reported shares of common stock outstanding using the “if converted” method, whether or not the outstanding notes may then be converted pursuant to their terms. The “if converted” method requires us, when calculating diluted earnings per share, to add back the after-tax interest expense on the outstanding notes to net income for each reporting period that we have income from continuing operations, and include the potentially issuable shares as if the outstanding notes had been converted into common stock at the beginning of the reporting period. EITF 04-8 requires restatement of earnings per share using this methodology for every reporting period since the outstanding notes were issued in February 2004 even though none of the conditions permitting conversion had been met. If none of the outstanding notes are exchanged for the new notes, for every quarter beginning with the second quarter of fiscal 2004, when the outstanding notes were issued and we had income from continuing operations, we would include an additional 46.6 million shares in diluted weighted average shares outstanding which is less than 5% of the weighted average shares outstanding. Additionally, in those same periods, we would also add back to net income after-tax interest expense of approximately $1 million for the second quarter of fiscal 2004 and approximately $1 million for each quarter thereafter. This restatement would reduce our previously reported diluted earnings per share by less than $0.01 for the quarter ended November 26, 2005 and would not change the previously reported diluted (loss) earnings per share for the other quarters since the second quarter of fiscal 2004. Assuming the exchange of substantially all of the outstanding notes for the new notes, in future reporting periods we expect our diluted earnings per share will be higher than had we not undertaken the exchange offer because fewer shares will be included in the diluted earnings per share calculation.

Terms of the Exchange Offer

       Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we are offering to exchange $1,000 principal amount of our newly issued 0.50% Convertible Senior Notes, Series B due 2034 and $2.50 in cash for each $1,000 principal amount of our outstanding 0.50% Convertible Senior Notes due 2034. Interest on each new debenture will accrue from the settlement date.

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       We will pay the cash consideration on the settlement date, which will be promptly after the expiration date. We will make all payments by the deposit of immediately available funds with the exchange agent. The exchange agent will act as agent for tendering holders for the purpose of receiving payments from us and transmitting payments to the holders. The exchange agent will pay DTC the aggregate amount of cash we owe holders to be delivered in exchange for the outstanding notes held in global form and tendered and accepted in the exchange offer, and holders will receive the applicable portion of such cash pursuant to the applicable procedures established by the DTC and its participants.

       Outstanding notes may be exchanged only in minimum denominations of $1,000 and integral multiples of $1,000. New notes will be issued only in minimum denominations of $1,000.

Conditions to the Exchange Offer

       Notwithstanding any other provisions of this exchange offer, we will not be required to accept for exchange any outstanding notes tendered, and we may terminate or amend this exchange offer, if any of the following conditions precedent to the exchange offer is not satisfied, or is reasonably determined by us not to be satisfied, and, in our reasonable judgment and regardless of the circumstances giving rise to the failure of the condition, the failure of the condition makes it inadvisable to proceed with the exchange offer or with the acceptance of outstanding notes and issuance of the new notes:

       (1) In our judgment, as determined prior to the expiration date, the exchange will not result in any adverse tax consequences to us;

       (2) No action or event shall have occurred, failed to occur or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered, enforced or deemed applicable to the exchange offer, by or before any court or governmental, regulatory or administrative agency, authority or tribunal, which either:

•  challenges the making of the exchange offer or the exchange of outstanding notes under the exchange offer or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the exchange offer or the exchange of outstanding notes under the exchange offer; or

•  in our reasonable judgment, could materially adversely affect the business, condition (financial or otherwise), income, operations, properties, assets, liabilities, taxes or prospects of the company and its subsidiaries, taken as a whole;

       (3) (a) Trading generally shall not have been suspended or materially limited on or by, as the case may be, either of the New York Stock Exchange or the National Association of Securities Dealers, Inc.; (b) there shall not have been any suspension or limitation of trading of any of our securities on any exchange or in the over-the-counter market; (c) no general banking moratorium shall have been declared by federal or New York authorities; or (d) there shall not have occurred any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if the effect of any such outbreak, escalation, declaration, calamity or emergency has a reasonable likelihood to make it impractical or inadvisable to proceed with completion of the exchange offer;

       (4) The trustee with respect to the outstanding notes shall not have objected in any respect to, or taken any action that could in our reasonable judgment adversely affect the consummation of the exchange offer or the exchange of outstanding notes under the exchange offer, nor shall the trustee or any holder of outstanding notes have taken any action that

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challenges the validity or effectiveness of the procedures used by us in making the exchange offer or the exchange of the outstanding notes under the exchange offer;

       (5) There shall not have occurred or be continuing any tender or exchange offer, other than the exchange offer described in this prospectus by us, with respect to some or all of our outstanding common stock, or any merger, acquisition or other business combination proposal involving us made by any person or entity;

       (6) The registration statement and any post-effective amendment to the registration statement covering the new notes shall have been declared effective under the Securities Act; and

       (7) A Form T-1 with respect to the indenture governing the new notes shall be effective under the Trust Indenture Act of 1939 immediately prior to the closing of the exchange offer.

       All of the foregoing conditions are for our sole benefit and may be waived by us, in whole or in part, in our sole discretion. Any determination that we make concerning an event, development or circumstance described or referred to above shall be conclusive and binding.

       If any of the foregoing conditions are not satisfied, we may, at any time before the expiration of the exchange offer:

       (1) terminate the exchange offer and return all tendered outstanding notes to the holders thereof;

       (2) modify, extend or otherwise amend the exchange offer and retain all tendered outstanding notes until the expiration date, as may be extended, subject, however, to the withdrawal rights of holders (see “— Expiration Date; Extensions; Amendments,” “— Proper Execution and Delivery of Letter of Transmittal” and “— Withdrawal of Tenders” below); or

       (3) waive the unsatisfied conditions and accept all outstanding notes tendered and not previously withdrawn.

       Except for the requirements of applicable U.S. federal and state securities laws, we know of no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the exchange offer which, if not complied with or obtained, would have a material adverse effect on us.

       If there is a material change to the information included in the registration statement of which this prospectus forms a part, we may be required promptly to file a post-effective amendment disclosing such material change in the information.

Expiration Date; Extensions; Amendments

       For purposes of the exchange offer, the term “expiration date” shall mean midnight, New York City time, on February 10, 2005, subject to our right to extend such date and time for the exchange offer in our sole discretion, in which case, the expiration date shall mean the latest date and time to which the exchange offer is extended.

       We reserve the right, in our sole discretion, (1) not to accept any of the outstanding notes tendered, (2) to extend the exchange offer, (3) to terminate the exchange offer upon failure to satisfy any of the conditions listed in “— Conditions to the Exchange Offer” or (4) to interpret, amend or modify the exchange offer, by giving oral (promptly confirmed in writing) or written notice of such delay, extension, termination, amendment or modification to the exchange agent. Any such extension, termination or material amendment will be followed promptly by a press release or other

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permitted means which, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

       If we amend the exchange offer in a manner that we determine constitutes a material or significant change, we will extend the exchange offer so that it remains open for a period of five to 10 business days after such amendment is communicated to holders, depending upon the significance of the amendment. Any change in the consideration offered to holders of outstanding notes in the exchange offer shall be paid to all holders whose outstanding notes have previously been tendered pursuant to the exchange offer.

       Without limiting the manner in which we may choose to make a public announcement of any delay, extension, amendment or termination of the exchange offer, we will comply with applicable securities laws by disclosing any such amendment by means of a prospectus supplement that we distribute to the holders of the outstanding notes. We will have no other obligation to publish, advertise or otherwise communicate any such public announcement other than by making a timely release through any appropriate news agency.

Certain Consequences to Holders of Outstanding Notes Not Tendering in the Exchange Offer

       Consummation of the exchange offer for the outstanding notes may have adverse consequences to holders of outstanding notes who elect not to tender outstanding notes in the exchange offer. See the section of this prospectus entitled “Risk Factors — Risks Related to the New Notes and the Outstanding Notes” and “ — Risks Related to the New Notes and the Exchange Offer.”

Effect of Tender

       Any valid tender by a holder of outstanding notes that is not validly withdrawn prior to the expiration date of the exchange offer will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the exchange offer and the letter of transmittal. The acceptance of the exchange offer by a tendering holder of outstanding notes will constitute the agreement by that holder to deliver good and marketable title to the tendered outstanding notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind.

Absence of Dissenters’ Rights

       Holders of the outstanding notes do not have any appraisal or dissenters’ rights under applicable law in connection with the exchange offer.

Acceptance of Outstanding Notes for Exchange; Delivery of New Notes and Cash Consideration

       The new notes will be delivered in book-entry form and the cash consideration will be paid on the settlement date, which will be promptly following the expiration date.

       We will be deemed to have accepted validly tendered outstanding notes when, and if, we have given oral (promptly confirmed in writing) or written notice thereof to the exchange agent. Subject to the terms and conditions of the exchange offer, the issuance of new notes will be recorded in book-entry form by the exchange agent on the exchange date upon receipt of such notice. The exchange agent will act as agent for tendering holders of the outstanding notes for the purpose of receiving book-entry transfers of outstanding notes in the exchange agent’s account at the DTC. If any validly tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, including if outstanding notes are validly withdrawn, such outstanding notes will be returned without expense to the tendering holder or such outstanding notes will be credited to an

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account maintained at DTC designated by the DTC participant who so delivered such outstanding notes, in either case, promptly after the expiration or termination of the exchange offer.

Procedures for Exchange

       If you hold outstanding notes and wish to have such securities exchanged for new notes, you must validly tender, or cause the valid tender of, your outstanding notes using the procedures described in this prospectus, in the accompanying letter of transmittal and the other agreements and documents described in the letter of transmittal.

       Only registered holders of outstanding notes are authorized to tender the outstanding notes. The procedures by which you may tender or cause to be tendered outstanding notes will depend upon the manner in which the outstanding notes are held, as described below.

       Tender of Outstanding Notes Held Through a Custodian or Nominee. If you are a beneficial owner of outstanding notes that are held of record by a custodian bank, depositary, broker, trust company or other nominee, and you wish to tender outstanding notes in the exchange offer, you should contact the record holder promptly and instruct the record holder to tender the outstanding notes on your behalf using one of the procedures described below.

       Tender of Outstanding Notes Through DTC. Pursuant to authority granted by DTC, if you are a DTC participant that has outstanding notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your outstanding notes as if you were the record holder. Because of this, references herein to registered or record holders include DTC participants with outstanding notes credited to their accounts. If you are not a DTC participant, you may tender your outstanding notes by book-entry transfer by contacting your broker or opening an account with a DTC participant. Within two business days after the launch date of the exchange offer, the exchange agent will establish accounts with respect to the outstanding notes at DTC for purposes of the exchange offer.

       Any participant in DTC may tender outstanding notes by:

       (1) effecting a book-entry transfer of the outstanding notes to be tendered in the exchange offer into the account of the exchange agent at DTC by electronically transmitting its acceptance of the exchange offer through DTC’s ATOP procedures for transfer; if ATOP procedures are followed, DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC and send an agent’s message to the exchange agent. An “agent’s message” is a message, transmitted by DTC to, and received by, the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a DTC participant tendering outstanding notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures prior to the expiration date; or

       (2) completing and signing the letter of transmittal according to the instructions and delivering it, together with any signature guarantees and other required documents, to the exchange agent at one of its addresses on the back cover of this prospectus.

       With respect to option (1) above, the exchange agent and DTC have confirmed that the exchange offer is eligible for ATOP.

       The letter of transmittal (or facsimile thereof), with any required signature guarantees and other required documents, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal, must be transmitted to, and received by, the exchange agent prior to the expiration date

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at one of its addresses set forth on the back cover of this prospectus. Delivery of such documents to DTC does not constitute delivery to the exchange agent.

       Guaranteed Delivery Procedures. If you desire to tender your outstanding notes and you cannot complete the procedures described above on a timely basis, you may still tender your outstanding notes in the exchange offer if:

       (1) you tender your outstanding notes through an eligible institution;

       (2) prior to the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed letter of transmittal for the exchange offer (or a facsimile copy of it) or an electronic confirmation pursuant to DTC’s ATOP system, and notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, that:

•  sets forth the name and address of the holder of outstanding notes and the amount of outstanding notes being tendered in the exchange offer;

•  states that the tender is being made thereby; and

•  guarantees that within three trading days after the expiration date of the exchange offer, a book-entry confirmation of delivery and any other documents required by the letter of transmittal for the exchange offer, if any, will be deposited by the eligible institution with the exchange agent; and

       (3) book-entry confirmation of delivery and all other documents, if any, required by the letter of transmittal for the exchange offer are received by the exchange agent within three trading days after the expiration date.

       The notice of guaranteed delivery relating to the exchange offer must be sent by hand delivery or by facsimile to the exchange agent and must include a guaranty by an eligible institution in the form set forth in the notice of guaranteed delivery relating to the exchange offer.

Letter of Transmittal

       Subject to and effective upon the acceptance for exchange, and the exchange, of new notes for outstanding notes tendered by a letter of transmittal, by executing and delivering a letter of transmittal (or agreeing to the terms of a letter of transmittal pursuant to an agent’s message), a tendering holder of outstanding notes:

•  irrevocably sells, assigns and transfers to or upon the order of the company all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of the outstanding notes tendered thereby;

•  waives any and all rights with respect to the outstanding notes, except for any rights that a holder may have now or in the future under the federal securities laws;

•  releases and discharges us and the trustee under the indenture governing the outstanding notes from any and all claims such holder may have, now or in the future, arising out of or related to the outstanding notes, including, without limitation, any claims that such holder is entitled to participate in any redemption of the outstanding notes, but excluding any such claims under the federal securities laws;

•  represents and warrants that the outstanding notes tendered were owned as of the date of tender, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind;

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•  designates an account number of a DTC participant in which the new notes are to be credited; and

•  irrevocably appoints the exchange agent the true and lawful agent and attorney-in-fact of the holder with respect to any tendered outstanding notes, with full powers of substitution, resubstitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to cause the outstanding notes tendered to be assigned, transferred and exchanged in the exchange offer.

Proper Execution and Delivery of Letter of Transmittal

       If you wish to participate in the exchange offer, delivery of your outstanding notes, signature guarantees and other required documents is your responsibility. Delivery is not complete until the required items are actually received by the exchange agent. If you mail these items, we recommend that you (1) use registered mail with return receipt requested, properly insured, and (2) mail the required items sufficiently in advance of the expiration date to allow sufficient time to ensure timely delivery.

       Except as otherwise provided below, all signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program. Signatures on a letter of transmittal need not be guaranteed if:

•  the letter of transmittal is signed by a participant in DTC whose name appears on a security position listing of DTC as the owner of the outstanding notes and the holder(s) has not completed the portion entitled “Special Issuance and Payment Instructions” on the letter of transmittal; or

•  the outstanding notes are tendered for the account of an eligible institution as more fully explained in the letter of transmittal.

Withdrawal of Tenders

       Tenders of outstanding notes in connection with the exchange offer may be withdrawn at any time prior to midnight, New York City time, on the expiration date. Tenders of outstanding notes may not be withdrawn at any time after such date unless the exchange offer is extended, in which case tenders of outstanding notes may be withdrawn at any time prior to the expiration date, as extended. In addition, you may withdraw any outstanding notes that were previously tendered in the exchange offer after March 11, 2005, unless we have accepted your outstanding notes for exchange pursuant to the exchange offer. For a withdrawal to be effective, the exchange agent must receive written notice of withdrawal at the address, or in the case of eligible institutions, at the facsimile number, listed on the back cover of this prospectus prior to the expiration date. Any notice of withdrawal must:

•  specify the name of the holder that tendered the outstanding notes to be withdrawn;

•  contain a statement that you are withdrawing your election to tender your outstanding notes in the exchange offer;

•  state the principal amount of the outstanding notes to be withdrawn; and

•  be signed by you in the same manner as the original signature in the letter of transmittal for the exchange offer by which the outstanding notes were previously tendered, including any required signature guarantees.

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       Beneficial owners desiring to withdraw outstanding notes previously tendered should contact the DTC participant through which such beneficial owners hold their outstanding notes. In order to withdraw outstanding notes previously tendered, a DTC participant may, prior to the expiration date, withdraw its instruction previously transmitted through ATOP by (1) withdrawing its acceptance through ATOP or (2) delivering to the exchange agent by mail, hand delivery or facsimile transmission, notice of withdrawal of such instruction. The notice of withdrawal must contain the name and number of the DTC participant. Withdrawal of a prior instruction will be effective upon receipt of the notice of withdrawal by the exchange agent. All signatures on a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program. However, signatures on the notice of withdrawal need not be guaranteed if the outstanding notes being withdrawn are held for the account of an eligible institution as more fully explained in the letter of transmittal. A withdrawal of an instruction must be executed by a DTC participant in the same manner as such DTC participant’s name appears on its transmission through ATOP to which such withdrawal relates. A DTC participant may withdraw a tender only if such withdrawal complies with the provisions described in this paragraph.

       Withdrawals of tenders of outstanding notes may not be rescinded and any outstanding notes withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. Properly withdrawn outstanding notes, however, may be retendered by following the procedures described above at any time prior to the expiration date of the exchange offer.

Accounting Treatment

       We will record the new notes in our accounting records at the same carrying value as the outstanding notes. This carrying value is the aggregate principal amount of the outstanding notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. The expenses of the exchange offer will be expensed as incurred, with the exception of the cash consideration of up to $1,125,000, which will be capitalized and then amortized to the first put date.

       As the terms of the new notes require us to settle the par value of the new notes in cash and we can only deliver shares for the differential between the stock price on the date of conversion and the base conversion price (initially $9.67 per share), GAAP requires us to use the treasury stock method to calculate diluted earnings per share as if the new notes were outstanding since February 2004, when the outstanding notes were issued. The treasury stock method requires us to include in our calculation of diluted earnings per share, shares issuable if the new notes were to be converted at the end of the reporting period. After tax interest expense is not added back to net income for purposes of calculating diluted earnings per share under the treasury stock method. Under the treasury stock method, the number of shares of our common stock deemed to be outstanding for the purpose of calculating diluted earnings per share will not be increased unless the closing sale price of our common stock at the end of a reporting period exceeds the base conversion price (initially $9.67 per share) of the new notes. Whenever the closing sale price of our common stock at the end of a reporting period exceeds the base conversion price, the number of additional shares will be determined by the following formula:

[ (closing sale price on the last trading day of the applicable reporting period ×
applicable conversion rate) - $1,000
closing sale price on the last trading day of the applicable reporting period ] × the number of
outstanding new
notes

       As the closing sale price of our common stock was less than $9.67 at the end of each reporting period since the outstanding notes were issued in February 2004, for purposes of restating diluted earnings per share for fiscal 2004 and fiscal 2005 in accordance with EITF 04-8, we would

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not include any additional shares in diluted weighted average shares outstanding. Therefore, the restatement would have no impact on our previously reported diluted earnings per share.

Miscellaneous

       All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of outstanding notes in connection with the exchange offer will be determined by us, in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any and all tenders not in proper form or the acceptance for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any outstanding notes in the exchange offer, and the interpretation by us of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties, provided that we will not waive any condition to the offer with respect to an individual holder of outstanding notes unless we waive that condition for all such holders. None of us, the exchange agent, the information agent, the dealer manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

       Tenders of outstanding notes involving any irregularities will not be deemed to have been made until such irregularities have been cured or waived. Outstanding notes received by the exchange agent in connection with the exchange offer that are not validly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the DTC participant who delivered such outstanding notes by crediting an account maintained at DTC designated by such DTC participant promptly after the expiration date or the withdrawal or termination of the exchange offer.

Exchange Agent and Information Agent

       U.S. Bank National Association has been appointed the exchange agent for the exchange offer. Letters of transmittal, notices of guaranteed delivery and all correspondence in connection with the exchange offer should be sent or delivered by each holder of outstanding notes, or a beneficial owner’s custodian bank, depositary, broker, trust company or other nominee, to the exchange agent at the address set forth on the back cover of this prospectus. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable, out-of-pocket expenses in connection therewith.

       Georgeson Shareholder Communications Inc. has been appointed as the information agent for the exchange offer, and will receive reasonable and customary compensation for its services. Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the information agent at the address set forth on the back cover of this prospectus. Holders of outstanding notes may also contact their custodian bank, depositary, broker, trust company or other nominee for assistance concerning the exchange offer.

Dealer Manager

       We have retained Goldman, Sachs & Co. to act as dealer manager in connection with the exchange offer, which will receive reasonable and customary compensation for its services. We will pay such compensation to the dealer manager on the earlier of the expiration date and the termination date of the exchange offer if the exchange offer is terminated prior to its completion. Upon the successful completion of the exchange offer, we will pay a fee to the dealer manager. In the event that we have not accepted for exchange any outstanding notes within six months of the date of commencement of the exchange offer or if we otherwise terminate or abandon the exchange offer prior to its completion we will pay a reduced fee to the dealer manager. The obligations of the

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dealer manager to perform such functions are subject to certain conditions. We have agreed to indemnify the dealer manager against certain liabilities, including liabilities under the federal securities laws or to contribute to payments that the dealer manager may be required to make in respect thereof. Questions regarding the terms of the exchange offer may be directed to the dealer manager at the address and telephone number set forth on the back cover of this prospectus.

       The dealer manager and its affiliates have provided, from time to time, and may in the future provide, investment banking, financial and other services to us for which we have paid, and intend to pay, customary fees. This included having acted as lead manager in the private placement of the outstanding notes. The dealer manager, in the ordinary course of business, also makes markets in our securities, including the outstanding notes. As a result, from time to time, Goldman, Sachs & Co. may own certain of our securities, including the outstanding notes.

Other Fees and Expenses

       Tendering holders of outstanding notes will not be required to pay any expenses of soliciting tenders in the exchange offer, including any fee or commission to the dealer manager. However, if a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, such holder may be required to pay brokerage fees or commissions.

       The principal solicitation is being made by mail. However, additional solicitations may be made by facsimile transmission, telephone or in person by the dealer manager and the information agent, as well as by our officers and other employees and our affiliates.

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DESCRIPTION OF THE NEW NOTES

       The new notes will be issued under an indenture between us and U.S. Bank National Association, as trustee. Because this section is a summary, it does not describe every aspect of the new notes and the indenture. The following summaries of certain provisions of the indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the detailed provisions of the new notes and the indenture, including the definitions therein of certain terms. In this section of the prospectus entitled “Description of the New Notes,” when we refer to “Solectron,” “we,” “our” or “us,” we are referring to Solectron Corporation and not any of its subsidiaries.

General

       The new notes will be our general, unsecured obligations and will rank equally with all of our existing and future unsubordinated, unsecured obligations. The new notes will be limited to $450,000,000 aggregate principal amount. We use the term “new notes” in this prospectus to refer to each $1,000 principal amount of 0.50% Convertible Senior Notes, Series B due 2034. The new notes will mature on February 15, 2034. On the maturity date of the new notes, each holder will be entitled to receive the principal amount of a new note, plus accrued and unpaid interest, if any, unless the new notes are previously redeemed, purchased, repurchased or converted. By participating in the exchange offer, each holder will be deemed to have agreed to treat the exchange as not constituting a significant modification of the terms of the outstanding notes for U.S. federal income tax purposes.

       The new notes will bear interest at the rate of 0.50% per annum from the most recent date on or prior to the settlement date, which we expect will be February 16, 2005, to which regular interest has been paid or provided for on the outstanding notes. We will pay interest on the new notes on February 15 and August 15 of each year, commencing on August 15, 2005. Each payment of interest will include interest accrued for the period, which we refer to as an interest period, commencing on and including the immediately preceding interest payment date (or, if none, the most recent interest payment date for the outstanding notes) to but excluding the applicable interest payment date. Interest on the new notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

       As described below under “Conversion Rights,” you may convert the new notes into cash and, under certain circumstances, shares of our common stock at the initial conversion rate of 103.4468, unless the new notes have been previously redeemed, purchased or repurchased. The conversion rate may be adjusted as described below.

       On or after February 20, 2011, we will have the option to redeem all or any portion of the new notes at 100% of the principal amount of the new notes as described below under “— Optional Redemption by Solectron.”

       You may require us to purchase all or a portion of your new notes in cash on February 15 of each of 2011, 2014, 2019, 2024 and 2029 at 100% of the principal amount of the new notes as described below under “— Purchase of New Notes at the Option of the Holder.”

       If we experience a change in control, you will have the right to require us to repurchase your new notes as described below under “— Repurchase at Option of Holders Upon a Change in Control.” Holders of new notes submitted for repurchase will be entitled to convert the new notes up to and including the business day immediately preceding the date fixed for repurchase.

       Neither we, nor any of our subsidiaries, are subject to any financial covenants under the indenture. In addition, neither we, nor any of our subsidiaries, generally will be restricted under the indenture from paying dividends, incurring debt, or issuing or repurchasing our securities.

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Form, Denomination, Transfer, Exchange and Book-Entry Procedures

       The new notes will be issued:

•  only in fully registered form,

•  without interest coupons, and

•  in denominations of $1,000 principal amount and integral multiples of $1,000 principal amount.

       The new notes will be evidenced by one or more global notes which will be deposited with the trustee as custodian for The Depository Trust Company and registered in the name of Cede & Co., or Cede, as nominee of The Depository Trust Company. The global note will bear a legend to the effect that a holder and any beneficial owner of the new notes will be deemed to have agreed, for U.S. federal income tax purposes, to treat the exchange as not constituting a “significant modification” of the outstanding notes within the meaning of Treasury Regulations section 1.1001-3(e). Except as set forth below, record ownership of the global note may be transferred, in whole or in part, only to another nominee of The Depository Trust Company or to a successor of The Depository Trust Company or its nominee.

       The global note will not be registered in the name of any person, or exchanged for new notes that are registered in the name of any person, other than The Depository Trust Company or its nominee unless one or more of the following events occurs:

•  The Depository Trust Company notifies us that it is unwilling, unable or no longer qualified to continue acting as the depositary for the global note,

•  we, at our option, notify the trustee in writing that we elect to cause the issuance of the new notes in certificated form, or

•  an event of default with respect to the new notes represented by the global note has occurred and is continuing.

       In those circumstances, The Depository Trust Company will determine in whose names any securities issued in exchange for the global note will be registered.

       Unless we elect to cause the issuance of the new notes in certificated form, The Depository Trust Company or its nominee will be considered the sole owner and holder of the global note for all purposes, and as a result:

•  you cannot get new notes registered in your name if they are represented by the global note,

•  you cannot receive physical certificated new notes in exchange for your beneficial interest in the global notes,

•  you will not be considered to be the owner or holder of the global note or any note it represents for any purpose, and

•  all payments on the global note will be made to The Depository Trust Company or its nominee.

       The laws of some jurisdictions require that certain kinds of purchasers can only own securities in definitive, certificated form. These laws may limit your ability to transfer your beneficial interests in the global note to these types of purchasers.

       Only institutions, such as a securities broker or dealer, that have accounts with The Depository Trust Company or its nominee (called participants) and persons that may hold beneficial interests through participants can own a beneficial interest in the global note. The only place where the ownership of beneficial interests in the global note will appear and the only way the transfer of those interests can be made will be on the records kept by The Depository Trust Company (for their

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participants’ interests) and the records kept by those participants (for interests of persons held by participants on their behalf).

       Secondary trading in bonds and notes of corporate issuers is generally settled in clearinghouse (that is, next-day) funds. In contrast, beneficial interests in a global note usually trade in The Depository Trust Company’s same-day funds settlement system, and settle in immediately available funds. We make no representations as to the effect that settlements in immediately available funds will have on trading activity in those beneficial interests.

       We will make cash payments of interest on and principal of the redemption price, purchase price, principal return (as described below) and the net cash amount (as described below) and the repurchase price of the global note to Cede, the nominee for The Depository Trust Company, as the registered owner of the global note. We will make these payments by wire transfer of immediately available funds on each payment date.

       We have been informed that The Depository Trust Company’s practice is to credit participants’ accounts on the payment date with payments in amounts proportionate to their respective beneficial interests in the new notes represented by the global note as shown on The Depository Trust Company’s records, unless The Depository Trust Company has reason to believe that it will not receive payment on that payment date. Payments by participants to owners of beneficial interests in new notes represented by the global note held through participants will be the responsibility of those participants, as is now the case with securities held for the accounts of customers registered in street name.

       We understand that neither The Depository Trust Company nor Cede will consent or vote with respect to the new notes. We have been advised that under its usual procedures, The Depository Trust Company will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede’s consenting or voting rights to those participants to whose accounts the new notes are credited on the record date identified in a listing attached to the omnibus proxy.

       Because The Depository Trust Company can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having a beneficial interest in the principal amount represented by the global note to pledge the interest to persons or entities that do not participate in The Depository Trust Company book-entry system, or otherwise take actions in respect of that interest, may be affected by the lack of a physical certificate evidencing its interest.

       The Depository Trust Company has advised us that it will take any action permitted to be taken by a holder of new notes, including the presentation of new notes for exchange, only at the direction of one or more participants to whose account with The Depository Trust Company interests in the global note are credited and only in respect of such portion of the principal amount of the new notes represented by the global note as to which such participant or participants has or have given such direction.

       The Depository Trust Company has also advised us as follows:

•  The Depository Trust Company is a limited purpose trust company organized under the laws of the State of New York, member of the Federal Reserve System, clearing corporation within the meaning of the Uniform Commercial Code, as amended, and clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act,

•  The Depository Trust Company was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants,

•  participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations,

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•  certain participants, or their representatives, together with other entities, own The Depository Trust Company, and

•  indirect access to The Depository Trust Company System is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

       The policies and procedures of The Depository Trust Company, which may change periodically, will apply to payments, transfers, exchanges and other matters relating to beneficial interests in the global note. We and the trustee have no responsibility or liability for any aspect of The Depository Trust Company’s or any participants’ records relating to beneficial interests in the global note, including for payments made on the global note. Further, we and the trustee are not responsible for maintaining, supervising or reviewing any of those records.

Conversion Rights

       The conversion rate will be 103.4468 shares of common stock per $1,000 principal amount of new notes subject to adjustment as specified below. The initial conversion rate is equivalent to a conversion price of approximately $9.67 per share of common stock. The conversion price is equal to $1,000 principal amount of new notes divided by the conversion rate. You will have the right to convert any portion of the principal amount of any note that is an integral multiple of $1,000 into cash and, under certain circumstances, shares of our common stock as follows:

•  if, on or prior to February 15, 2029, the closing sale price of our common stock for at least 20 trading days in the period of the 30 consecutive trading days ending on the eleventh trading day of any fiscal quarter is more than 120% of the then current conversion price of the new notes, then you will have such conversion right until and including the eleventh trading day of the following fiscal quarter,

•  if, on any date after February 15, 2029, the closing sale price of our common stock is more than 120% of the then current conversion price of the new notes, then you will have such conversion right at all times thereafter,

•  if we elect to call the new notes for redemption on or after February 20, 2011, then you will have the right to convert the new notes (or the portion of new notes called for redemption, if less than all) until the close of business on the business day prior to the redemption date,

•  if we distribute to all or substantially all holders of our common stock rights, options or warrants entitling them to purchase our common stock at less than the closing sale price of our common stock on the day preceding the declaration for such distribution, then you will have such conversion right in the period described below,

•  if we distribute to all or substantially all holders of our common stock, cash, assets, debt securities or capital stock, which distribution has a per share value as determined by our board of directors exceeding 5% of the closing sale price of our common stock on the day preceding the declaration of such distribution, then you will have such conversion right in the period described below, or

•  if we become a party to a consolidation, merger or sale of all or substantially all of our assets that constitutes a change in control as defined below under the heading “— Repurchase at Option of Holders Upon a Change in Control” or such an event occurs that would have been a change in control but for one or more of the exceptions to the definition of change in control described below under the same heading in the paragraph immediately following paragraph (3).

       In the case of the fourth and fifth bullet points above, we must notify holders of new notes at least 20 days prior to the ex-dividend date for such distribution. Once we have given such notice, holders may surrender their new notes for conversion at any time until the earlier of the close of

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business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place. If in the future we adopt a stockholder rights plan, you will not have any conversion right pursuant to the fourth bullet point above or otherwise, solely as a result of the issuance of rights pursuant to the stockholder rights plan. In the case of a distribution identified in the fourth or fifth bullet points above, the ability of a holder of new notes to convert would not be triggered if the holder may participate in the distribution without converting. In the case of the sixth bullet point above, a holder may surrender new notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of the transaction. As used in this section, “closing sale price” generally means the last reported sale price regular way of our common stock on the New York Stock Exchange.

Conversion Upon Satisfaction of a Trading Condition.

       You also may convert your new notes for the five business day period after any five consecutive trading-day period in which the average trading prices for the new notes for such five trading-day period was less than 95% of the average reference period conversion value (as defined below) for the new notes during that period; provided, however, if, at the time of the conversion, the closing sale price of shares of our common stock is greater than the then current conversion price of the new notes and less than or equal to 120% of the then current conversion price of the new notes, you surrender your new notes for conversion and the new notes are not otherwise convertible, you will receive cash with a value equal to the principal amount of your new notes on such conversion date.

       We define the reference period conversion value in this section to be equal to the product of the closing sale price of our shares of common stock on a given day multiplied by the then current conversion rate.

       You may convert all or part of any new note by delivering the new note at the Corporate Trust Office of the trustee in the Borough of Manhattan, The City of New York, accompanied by a duly signed and completed conversion notice, a copy of which may be obtained by the trustee and any applicable payments, including interest payments and payments in respect of taxes, if any. The conversion date will be the date on which the new note and the duly signed and completed conversion notice are so delivered.

Conversion Settlement.

       Subject to certain exceptions described under “— Conversion Upon Satisfaction of Trading Condition,” above and under “— Adjustment to Conversion Rate Upon a Change in Control” below, if a holder surrenders new notes for conversion, such holder will receive, in respect of each $1,000 principal amount of new notes:

•  cash in an amount (the “principal return”) equal to the lesser of (a) the principal amount of each new note and (b) the conversion value (as described below); and

•  if the conversion value is greater than the principal amount of each new note, at our election (which we shall make (i) upon satisfaction of the conditions set forth under the first and second bullets under the heading “Conversion Rights” or (ii) when we give notice of the conversion rights under the third through sixth bullets under the heading “Conversion Rights”), either:

•  a number of shares of our common stock (the “net shares”) equal to the sum of the daily share amounts (calculated as described below) for each trading day during the applicable conversion reference period (described below) (the “net share amount”); or

•  a cash amount equal to the sum of the daily cash amounts (calculated as described below) for each trading day during the applicable conversion reference period (the “net cash amount”).

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       The “applicable conversion reference period” means:

•  for new notes tendered for conversion after we have specified a redemption, purchase or repurchase date for those new notes, the five consecutive trading days beginning on the third trading day following such date; or

•  in all other cases, the five consecutive trading days beginning on the third trading day following the date the new notes are tendered for conversion.

       The “applicable stock price” is equal to the average of the closing sale prices of our common stock during the applicable conversion reference period.

       The “conversion value” is equal to (a) the applicable conversion rate, multiplied by (b) the applicable stock price. The cash payment for fractional shares will be based on the applicable stock price.

       The “daily share amount,” for each new note on each trading day in the applicable conversion reference period, is equal to the greater of:

•  zero; or

•  a number of shares of our common stock determined by the following formula:

(Closing Sale Price on That Trading Day multiplied by Applicable Conversion Rate) - $1,000

5 multiplied by Closing Sale Price on Such Trading Day

       The “daily cash amount,” for each new note on each trading day in the applicable conversion reference period, is equal to the greater of:

•  zero; or

•  an amount of cash determined by the following formula:

(Closing Sale Price on That Trading Day multiplied by Applicable Conversion Rate) - $1,000

5

       In the event of a conversion upon a change in control transaction where the calculation of the daily share amount and daily cash amount would not be possible because our common stock has ceased to be publicly traded, if holders of our common stock receive only cash in such transaction, the closing sale price will be the cash amount paid per share. Otherwise, the closing sale price will be the average of the last closing prices of our common stock on each of the five consecutive trading days prior to but not including the effective date of such change in control. The conversion value, principal return, net cash amount and net share amount will be determined by us promptly after the end of the applicable conversion reference period. We will pay the principal return and cash for fractional shares and deliver net shares or the net cash amount, if any, no later than the fourth business day following the determination of the applicable stock price. We will not issue fractional shares upon conversion. Any shares of our common stock issuable upon conversion of the new notes will be fully paid and nonassessable.

       If you surrender a new note for conversion on a date that is not an interest payment date, you will not be entitled to receive any interest for the period from the immediately preceding interest payment date to the conversion date, except as described below in this paragraph. In the case of any new note that has been surrendered for conversion after any regular record date but before the next succeeding interest payment date:

•  notwithstanding such conversion, interest payable on such interest payment date shall be payable on such interest payment date, and such interest shall be paid to the holder of such new note as of such regular record date; and

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•  except for new notes, or portions thereof, called for redemption or to be purchased or repurchased, or if we are in arrears on our interest payments as of the conversion date, such new notes surrendered for conversion must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of new notes being surrendered for conversion.

       No other payment or adjustment for interest, or any dividends in respect of our common stock, will be made upon conversion. Holders of our common stock issued upon conversion will not be entitled to receive any dividends payable to holders of our common stock as of any record time or date before the close of business on the conversion date.

       You will not be required to pay any taxes or duties relating to the issue or delivery of our common stock on conversion, but you will be required to pay any tax or duty relating to any transfer involved in the issue or delivery of our common stock in a name other than yours. Certificates representing shares of our common stock will not be issued or delivered unless all taxes and duties, if any, payable by you have been paid.

Conversion Rate Adjustments

       The conversion rate will be subject to adjustment for, among other things:

•  dividends and other distributions payable in our common stock on shares of our common stock,

•  the issuance to all holders of our common stock of rights, options or warrants (in any case other than in connection with a stock rights plan) entitling them to subscribe for or purchase our common stock at less than the current market price of such common stock on the record date for stockholders entitled to receive such rights, options or warrants,

•  subdivisions, combinations, splits and reverse splits of our common stock, and reclassifications of our common stock into securities other than our common stock,

•  distributions to all holders of our common stock of evidences of our indebtedness, shares of capital stock, cash or assets (if we distribute shares of capital stock of a subsidiary of ours, the conversion rate will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of our common stock, in each case over a measurement period following the distribution), including securities, but excluding:

•  those dividends, rights, options, warrants and distributions referred to above,

•  dividends and distributions paid exclusively in cash, and

•  distributions upon mergers or consolidations discussed below,

•  if we or one of our subsidiaries purchase our common stock (for the avoidance of doubt, excluding options, warrants, purchase rights and other securities convertible, exchangeable or exercisable for common stock) pursuant to a tender or exchange offer for our common stock to the extent that the cash and value of any other consideration included in the payment per share of common stock in such offer exceeds the closing sale price of our common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, then the conversion rate will be adjusted, and

•  if we make a distribution consisting exclusively of cash to all holders of outstanding shares of common stock, the conversion rate will be adjusted to a new conversion rate equal to the existing conversion rate multiplied by a fraction, the numerator of which is the current market price of our common stock plus the amount per share of such dividend or distribution and the denominator of which will be the current market price of our common stock, where the current market price of our common stock is the average closing sale price of our common

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stock for the first 10 trading days from, and including, the first ex-distribution day that the common stock trades.

       To the extent that we have a rights plan in effect upon conversion of the new notes, you will receive, in addition to any common stock to which you are entitled upon conversion, the rights under the rights plan associated with such common stock unless the rights have separated from the common stock before the time of conversion, in which case the conversion rate will be adjusted as if we distributed to all holders of our common stock, shares of our capital stock, evidences of indebtedness or assets as described above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

       We reserve the right to effect such increases in the conversion rate in addition to those required by the foregoing provisions as we consider to be advisable in order that any event treated for United States federal income tax purposes as a dividend of stock or stock rights will not be taxable to the recipients. We will not be required to make any adjustment to the conversion rate until the cumulative adjustments amount to 1.0% or more of the conversion rate. We will compute all adjustments to the conversion rate and will give notice by mail to holders of the registered new notes of any adjustments.

       In the event that we consolidate or merge with or into another entity or another entity is merged into us, or in case of any sale or transfer of all or substantially all of our assets, each note then outstanding will become convertible only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of common stock into which the new notes were convertible immediately prior to the consolidation or merger or sale or transfer. The preceding sentence will not apply to a merger or sale of all or substantially all of our assets that does not result in any reclassification, conversion, exchange or cancellation of our common stock.

       We may increase the conversion rate if our board of directors determines that the increase would be in our best interest. The board of directors’ determination in this regard will be conclusive. We will give holders of new notes notice of such an increase in the conversion rate. We will comply with the Exchange Act and the rules and regulations promulgated under the Exchange Act, to the extent applicable, in connection with any such notice. Any increase, however, will not be taken into account for purposes of determining whether the closing price of our common stock equals or exceeds the conversion price by 105% in connection with an event which otherwise would be a change in control as defined below.

       If at any time we make a distribution of property to our stockholders that would be taxable to such stockholders as a dividend for United States federal income tax purposes, such as distributions of evidences of indebtedness or assets by us, but generally not stock dividends on common stock or rights to subscribe for common stock, and, pursuant to the anti-dilution provisions of the indenture, the conversion rate is increased, that increase may be deemed for United States federal income tax purposes to be the payment of a taxable dividend to holders of new notes.

Adjustment to Conversion Rate Upon a Change in Control

       If and only to the extent that you convert your notes pursuant to the sixth bullet point under the heading “Conversion Rights” prior to February 15, 2011 (and subject to our rights described under “— Repurchase at Option of Holders Upon a Change in Control”), we will increase the conversion rate for the notes surrendered for conversion by a number of additional shares (the “additional shares”) as described below; provided, however, that no increase will be made in the case of a change in control if at least 90% of the consideration paid or payable for our common stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such change in control transaction consists of shares of capital stock traded on the New York Stock Exchange or another U.S. national securities exchange or quoted on The

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Nasdaq Stock Market or a successor automated over-the-counter trading market in the United States (or that will be so traded or quoted immediately following the transaction).

       The number of additional shares will be determined by reference to the table below, based on the effective date of the change in control and the price (the “stock price”) paid per share of our common stock in such change in control transaction. If holders of our common stock receive only cash in such transaction, the stock price will be the cash amount paid per share. Otherwise, the stock price will be the average of the last closing prices of our common stock on each of the five consecutive trading days prior to but not including the effective date of such change in control.

       The stock prices set forth in the first row of the table below (i.e., column headers) will be adjusted as of any date on which the conversion rate of the new notes is adjusted, as described above under “— Conversion Rate Adjustments.” The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the stock price adjustment, and the denominator of which is the conversion rate as so adjusted. The number of additional shares will be adjusted in the same manner as the conversion rate.

       The following table sets forth the stock price and number of additional shares issuable per $1,000 principal amount of notes.

	Stock Price ($)
Effective Date of
Change in Control	5.07		7.0		8.0		9.0		10.0		12.5		15.0		17.5		20.0		25.0		30.0
15-Feb-05		66.1		38.9		30.5		24.9		20.4		13.0		8.9		6.1		4.6		2.5		1.5
15-Feb-06		68.5		39.4		30.6		24.5		20.0		12.3		8.3		5.6		4.0		2.1		1.2
15-Feb-07		71.0		39.7		30.8		24.2		19.3		11.7		7.4		5.0		3.4		1.7		0.9
15-Feb-08		74.3		40.3		30.3		23.3		18.4		10.5		6.4		4.0		2.6		1.2		0.5
15-Feb-09		78.0		40.3		29.0		21.8		16.7		8.4		4.8		2.5		1.6		0.5		0.2
15-Feb-10		83.1		39.4		27.0		18.4		13.3		5.4		2.3		1.0		0.4		0.0		0.0
15-Feb-11		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0

       The stock prices and additional share amounts set forth above are based upon a common stock price of $5.07 and an initial conversion price of $9.67 per share.

       The exact stock price and repurchase dates may not be set forth in the table, in which case if the stock price is:

•  between two stock price amounts on the table or the repurchase date is between two dates on the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365 or 366 day year, as actually applicable;

•  more than $30 per share (subject to adjustment), the conversion rate will not be adjusted; and

•  less than $5.07 per share (subject to adjustment), the conversion rate will not be adjusted.

Notwithstanding the foregoing, in no event will the conversion rate (taking into account any increases in the conversion rate for the additional shares described above) exceed 186.5468 per $1,000 principal amount of notes, subject to adjustment in the same manner as the conversion rate as described above under “— Conversion Rate Adjustments.”

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Ranking

       The new notes will be general, unsecured obligations and will rank equally with all of our existing and future unsubordinated, unsecured indebtedness. The new notes will be subordinated to our unsubordinated secured indebtedness to the extent of the value of the collateral securing such indebtedness. In addition, the new notes will be structurally subordinated to any secured indebtedness to the extent of the value of the assets securing such indebtedness and to any indebtedness of our subsidiaries to the extent of the assets of those subsidiaries. As of November 30, 2004, the aggregate amount of liabilities of our subsidiaries was approximately $2.1 billion (excluding intercompany liabilities).

       We are obligated to pay reasonable compensation to the trustee and to indemnify the trustee against certain losses, liabilities or expenses incurred by the trustee in connection with its duties relating to the new notes. The trustee’s claims for these payments will generally be senior to those of holders of new notes in respect of all funds collected or held by the trustee.

       The new notes are our exclusive obligation. Our cash flow and our ability to service our indebtedness, including the new notes, is dependent upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments by our subsidiaries to us. Our subsidiaries are separate and distinct legal entities. Our subsidiaries will not guarantee the new notes or have any obligation to pay any amounts due on the new notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends, distributions, loans or advances by our subsidiaries to us could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations. Our right to receive any assets of any subsidiary upon its liquidation or reorganization, and, therefore, our right to participate in those assets, will be structurally subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if we were a creditor of any of our subsidiaries, our right as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

Optional Redemption by Solectron

       On or after February 20, 2011, we may redeem the new notes, in whole or in part, at 100% of the principal amount of the new notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If we elect to redeem all or part of the new notes, we will give at least 30, but no more than 60, days’ prior notice to you.

       If we do not redeem all of the new notes, the trustee will select the new notes to be redeemed in principal amounts of $1,000 or whole multiples of $1,000 by lot, on a pro rata basis or otherwise in accordance with the applicable procedures of the depository. If any new notes are to be redeemed in part only, we will issue a new note or new notes in principal amount equal to the unredeemed principal portion thereof.

       No sinking fund is provided for the new notes, which means that the indenture does not require us to redeem or retire the new notes periodically.

Purchase of New Notes at the Option of the Holder

       On the purchase date of each of February 15, 2011, 2014, 2019, 2024 and 2029, we will, at the option of the holder, be required to purchase for cash any outstanding note for which a written purchase notice has been properly delivered by the holder and not withdrawn, subject to certain additional conditions. Holders may submit their new notes for purchase to the paying agent at any time from the opening of business on the date that is 20 business days prior to such purchase date until the close of business on such purchase date. The purchase price of a note will be 100% of the

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principal amount of the note, plus accrued and unpaid interest to, but excluding, the repurchase date. Interest, will be paid to the record holder as of the related record date.

       We will be required to give notice on a date not less than 20 business days prior to the purchase date to all holders at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, stating among other things, the procedures that holders must follow to require us to purchase their new notes.

       The purchase notice given by each holder electing to require us to purchase new notes shall state:

•  if certificated new notes have been issued, the certificate numbers of the holder’s new notes to be delivered for purchase or, if not, such information as may be required under applicable The Depository Trust Company procedures and the indenture;

•  the portion of the principal amount of new notes to be purchased, which must be $1,000 or an integral multiple of $1,000; and

•  that the new notes are to be purchased by us pursuant to the applicable provisions of the new notes and the indenture.

       Any purchase notice may be withdrawn by the holder by a written notice of withdrawal delivered to the paying agent prior to the close of business on the purchase date.

       The notice of withdrawal shall state:

•  the principal amount being withdrawn;

•  if certificated new notes have been issued, the certificate numbers of the new notes being withdrawn or, if not, such information as may be required under applicable The Depository Trust Company procedures and the indenture; and

•  the principal amount, if any, of the new notes that remains subject to the purchase notice.

       Payment of the purchase price for a note for which a purchase notice has been delivered and not validly withdrawn is conditioned upon delivery (including by book entry transfer) of the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. Payment of the purchase price for the note will be made promptly following the later of the purchase date or the time of delivery of the note.

       If the paying agent holds money or securities sufficient to pay the purchase price of the note on the business day following the purchase date in accordance with the terms of the indenture, then, immediately after the purchase date, the note will cease to be outstanding whether or not the note has been delivered to the paying agent. Thereafter, all other rights of the holder shall terminate, other than the right to receive the purchase price upon delivery of the note.

       Our ability to purchase new notes with cash may be limited by the terms of our then existing borrowing agreements. We will comply with the Exchange Act and the rules and regulations promulgated under the Exchange Act, to the extent applicable, in connection with any such notice.

Payment and Conversion

       We will make all payments of principal, principal return, net cash amount, if any, and interest on the new notes by dollar check drawn on an account maintained at a bank in The City of New York or by wire transfer. Payment of any interest on the new notes will be made to the person in whose name the note, or any predecessor note, is registered at the close of business on February 1 or August 1, whether or not a business day, immediately preceding the relevant interest payment date (a “regular record date”). If you hold registered new notes with a face value in excess of $2,000,000 and you would like to receive payments by wire transfer, you will be required to provide the trustee with wire transfer instructions at least 15 days prior to the relevant payment date.

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Payments made to The Depository Trust Company as holder of one or more global new notes will be made by wire transfer.

       Payments on any global note registered in the name of The Depository Trust Company or its nominee will be payable by the trustee to The Depository Trust Company or its nominee in its capacity as the registered holder under the indenture. Under the terms of the indenture, we and the trustee will treat the persons in whose names the new notes, including any global note, are registered as the owners for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee nor any of our agents or the trustee’s agents has or will have any responsibility or liability for:

•  any aspect of The Depository Trust Company’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the global note, or for maintaining, supervising or reviewing any of The Depository Trust Company’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global note, or

•  any other matter relating to the actions and practices of The Depository Trust Company or any of its participants or indirect participants.

       We will not be required to make any payment on the new notes due on any day which is not a business day until the next succeeding business day. The payment made on the next succeeding business day will be treated as though it were paid on the original due date and no interest will accrue on the payment for the additional period of time.

       New notes may be surrendered for conversion at the Corporate Trust Office of the trustee in the Borough of Manhattan in The City of New York. New notes surrendered for conversion must be accompanied by appropriate notices and any applicable payments, including interest payments and payments in respect of taxes, if any.

       We have initially appointed the trustee as paying agent and conversion agent. We may terminate the appointment of any paying agent or conversion agent and appoint additional or other paying agents and conversion agents. However, until the new notes have been delivered to the trustee for cancellation, or moneys sufficient to pay the principal of and interest and liquidated damages, if any, on the new notes have been made available for payment and either paid or returned to us as provided in the indenture, the trustee will maintain an office or agency in the Borough of Manhattan in The City of New York for surrender of new notes for conversion. Notice of any termination or appointment and of any change in the office through which any paying agent or conversion agent will act will be given in accordance with “— Notices” below.

       All moneys deposited with the trustee or any paying agent, or then held by us, in trust for the payment of principal, interest and liquidated damages, if any, on any new notes which remain unclaimed at the end of two years after the payment has become due and payable will be repaid to us, and you will then look only to us for payment.

Repurchase at Option of Holders Upon a Change in Control

       If a change in control as defined below occurs, you will have the right, at your option, to require us to repurchase all of your new notes not previously called for redemption, or any portion of the principal amount thereof in integral multiples of $1,000. The price we are required to pay is 100% of the principal amount of the new notes to be repurchased, together with interest and liquidated damages, if any, accrued to, but excluding, the repurchase date.

       Within 30 days after the occurrence of a change in control, we are obligated to give to you notice of the change in control and of the repurchase right arising as a result of the change in control. This notice must specify (a) the date of repurchase and (b) the procedures for tendering your new notes. We must also deliver a copy of this notice to the trustee. To exercise the repurchase

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right, you must deliver on or before the 30th day after the date of our notice irrevocable written notice to the trustee of your exercise of your repurchase right, together with the new notes with respect to which the right is being exercised. We are required to repurchase the new notes on the date that is not more than 45 days after the date of our notice.

       A change in control will be deemed to have occurred at the time after the new notes are originally issued that any of the following occurs:

       (1) any person acquires a beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of our capital stock entitling the person to exercise 50% or more of the total voting power of all shares of our capital stock that is entitled to vote generally in elections of directors, other than an acquisition by us, any of our subsidiaries or any of our employee benefit plans, or

       (2) we merge or consolidate with or into any other person, any merger of another person into us or we convey, sell, transfer or lease all or substantially all of our assets to another person, other than:

•  any such transaction that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of our capital stock and pursuant to which the holders of 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors immediately prior to such 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 the election of directors of the continuing or surviving corporation immediately after such transaction, or

•  any merger that is effected solely to change our jurisdiction of incorporation.

       (3) any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, binding share exchange, combination, reclassification, recapitalization or otherwise) in connection with which all or substantially all of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration which is not all or substantially all common stock that:

•  is listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange, or

•  is approved, or immediately after the transaction or event will be approved, for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices.

       However, a change in control will not be deemed to have occurred if either:

•  the closing price per share of our common stock for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the change in control and the public announcement of the change in control, in the case of a change in control relating to an acquisition of capital stock, or the period of 10 consecutive trading days ending immediately before the change in control, in the case of change in control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the conversion price of the new notes in effect on each of those trading days, or

•  all of the consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in a merger or consolidation otherwise constituting a change in control under clause (2) in the preceding paragraph above, consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on a national securities exchange or quoted on the Nasdaq National Market, or will be so traded or quoted immediately

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following such merger or consolidation, and as a result of such merger or consolidation the new notes become convertible solely into such common stock, depositary receipts or other certificates representing common equity interests.

       For purposes of these provisions:

•  whether a person is a beneficial owner will be determined in accordance with Rule 13d-3 under the Exchange Act, and

•  a person includes any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

       The rules and regulations promulgated under the Exchange Act require the dissemination of prescribed information to security holders in the event of an issuer tender offer and may apply in the event that the repurchase option becomes available to you. We will comply with these rules and regulations to the extent they apply at that time.

       We may, to the extent permitted by applicable law, at any time purchase new notes in the open market, by tender at any price or by private agreement. Any note that we purchase shall be surrendered to the trustee for cancellation. Any new notes surrendered for cancellation may not be reissued or resold and will be canceled promptly.

       The definition of change in control includes a phrase relating to the conveyance, transfer, sale, lease or disposition of all or substantially all of our assets. There is no precise, established definition of the phrase substantially all under applicable law. Accordingly, your ability to require us to repurchase your new notes as a result of conveyance, transfer, sale, lease or other disposition of less than all of our assets may be uncertain.

       The foregoing provisions would not necessarily provide you with protection if we are involved in a highly leveraged or other transaction that may adversely affect you.

       We cannot assure you that we would have the financial resources, or would be able to arrange financing, to pay the repurchase price in cash for all the new notes that might be delivered by holders of new notes seeking to exercise the repurchase right. If we were to fail to repurchase the new notes when required following a change in control, an event of default under the indenture would occur. Some of the events constituting a change in control could cause an event of default under the terms of other debt instruments that we may become subject to in the future.

Mergers and Sales of Assets by Solectron

       We may not consolidate with or merge into any other person or convey, transfer, sell or lease our properties and assets substantially as an entirety to any person, unless we are the surviving corporation or, if we are not the surviving corporation:

•  the person formed by such consolidation or into or with which we are merged or the person to which our properties and assets are so conveyed transferred, sold or leased, shall be a corporation existing under the laws of the United States, any State within the United States or the District of Columbia and assumes the payment of the principal of, and interest on, the new notes and the performance of our other covenants under the indenture,

•  immediately after giving effect to the transaction, no event of default, and no event that, after notice or lapse of time or both, would become an event of default under the indenture will have occurred and be continuing, and

•  other requirements as described in the indenture are met.

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Events of Default

       The following will be events of default under the indenture:

•  we fail to pay principal of any new note (including any redemption price, purchase price or repurchase price) when due,

•  we fail to pay interest on any new note when due, which failure continues for 30 days,

•  we fail to pay the principal return (and cash in lieu of fractional shares) or the net cash amount or deliver the net shares, in each case when due,

•  we fail to provide the notice that we are required to give in the event of a change in control,

•  we breach or fail to perform any other covenant or agreement in the indenture, which failure continues for 60 days following written notice to us by the trustee or the holders of at least 25% in aggregate principal amount of the new notes then outstanding,

•  we fail to pay when due, either at its maturity or upon acceleration, any indebtedness under any bonds, debentures, new notes or other evidences of indebtedness for money borrowed by us, or any guarantee thereof, in excess of $50 million or more (or, following a “fall away event,” $100 million or more) if the indebtedness is not discharged, or the acceleration is not annulled, within 30 days after written notice by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding new notes; and

•  certain events of bankruptcy, insolvency or reorganization involving us or any significant subsidiary, as specified in the indenture.

       For purposes of the indenture, a “fall away event” shall be deemed to have occurred if:

       (1) the new notes are rated Baa3 or above by Moody’s and BBB- or above by S&P (or, if either such entity ceases to rate the new notes for reasons outside of the control of Solectron, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Solectron as a replacement agency); and

       (2) no event of default shall have occurred and be continuing.

       Subject to the provisions of the indenture relating to the duties of the trustee in case an event of default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any holder, unless the holder shall have offered reasonable indemnity to the trustee. Subject to providing indemnification to the trustee, the holders of a majority in aggregate principal amount of the outstanding new notes will 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.

       If an event of default other than an event of default arising from events of insolvency, bankruptcy or reorganization with respect to Solectron occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding new notes may accelerate the maturity of all new notes. However, after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of outstanding new notes may, under certain circumstances, rescind and annul the acceleration if all events of default, other than the non-payment of principal of the new notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in the indenture. If an event of default arising from events of insolvency, bankruptcy or reorganization occurs with respect to Solectron, then the principal amount of all the new notes will automatically become immediately due and payable without any declaration or other act on the part of the holders of the new notes or the trustee. For information as to waiver of defaults, see “— Meetings, Modification and Waiver” below.

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       You will not have any right to institute any proceeding with respect to the indenture, or for any remedy under the indenture, unless:

       you give the trustee written notice of a continuing event of default,

•  the holders of at least 25% in aggregate principal amount of the outstanding new notes have made written request and offered reasonable indemnity to the trustee to institute proceedings,

•  the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding new notes a direction inconsistent with the written request, and

•  the trustee shall have failed to institute such proceeding within 60 days of the written request.

       However, these limitations do not apply to a suit instituted by you for the enforcement of payment of the principal of, or interest on, your note on or after the respective due dates expressed in your note or your right to convert your note in accordance with the indenture.

       We will be required to furnish to the trustee annually a statement as to our performance of certain of our obligations under the indenture and as to any default in such performance.

Meetings, Modification and Waiver

       The indenture contains provisions for convening meetings of the holders of new notes to consider matters affecting their interests.

       Certain limited modifications of the indenture may be made without the necessity of obtaining the consent of the holders of the new notes. Other modifications and amendments of the indenture may be made, compliance by us with certain restrictive provisions of the indenture may be waived, and any past defaults by us under the indenture (except a default in the payment of principal or interest) may be waived, either:

•  with the written consent of the holders of not less than a majority in aggregate principal amount of the new notes at the time outstanding, or

•  by the adoption of a resolution, at a meeting of holders of the new notes at which a quorum is present, by the holders of at least 66 2/3% in aggregate principal amount of the new notes represented at such meeting.

       The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate principal amount of the new notes at the time outstanding and, at any reconvened meeting adjourned for lack of a quorum, 25% of such aggregate principal amount.

       However, a modification or amendment requires the consent of the holder of each outstanding note affected if it would:

•  change the stated maturity of the principal or interest of a note,

•  reduce the principal amount of, or interest on, any note,

•  reduce the amount payable upon a redemption, purchase or repurchase,

•  modify the provisions with respect to the purchase right or repurchase right of holders of new notes in a manner adverse to the holders,

•  modify our right to redeem the new notes in a manner adverse to the holders,

•  change the place or currency of payment on a note,

•  impair the right to institute suit for the enforcement of any payment on any note,

•  modify our obligation to maintain an office or agency in The City of New York,

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•  modify any provision that adversely affects the right to convert the new notes other than a modification or amendment required by the terms of the indenture,

•  reduce the amount of cash or the number of shares of common stock deliverable by us upon conversion,

•  reduce the above-stated percentage of the principal amount of the holders whose consent is needed to modify, amend or waive compliance with certain provisions of the indenture or to waive certain defaults, or

•  reduce the percentage required for the adoption of a resolution or the quorum required at any meeting of holders of new notes at which a resolution is adopted.

Notices

       Notice to holders of the registered new notes will be given by mail to the addresses as they appear in the security register. Notices will be deemed to have been given on the date of such mailing.

       Notice of a redemption of new notes will be given not less than 30 nor more than 60 days prior to the redemption date and will specify the redemption date. A notice of redemption of the new notes will be irrevocable.

Replacement of New Notes

       We will replace any note that becomes mutilated, destroyed, stolen or lost at the expense of the holder upon delivery to the trustee of the mutilated new notes or evidence of the loss, theft or destruction satisfactory to the trustee and us. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of the note before a replacement note will be issued.

Payment of Stamp and Other Taxes

       We will pay all stamp and other duties, if any, that may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of the new notes or of shares of stock upon conversion of the new notes. We will not be required to make any payment with respect to any other tax, assessment or governmental charge imposed by any government or any political subdivision thereof or taxing authority thereof or therein.

Governing Law

       The indenture, the new notes and the registration rights agreement will be governed by and construed in accordance with the laws of the State of New York.

The Trustee

       If an event of default occurs and is continuing, the trustee will be required to use the degree of care of a prudent person in the conduct of his own affairs in the exercise of its powers. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of new notes, unless they shall have furnished to the trustee reasonable security or indemnity.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

       The following summary of the principal terms of the instruments governing certain of our outstanding debt does not purport to be a complete description of this indebtedness and may not contain all of the information that may be important to you. For a complete description of those terms, you should refer to the instruments governing the tenure of this indebtedness contained in exhibits to filings of Solectron with the SEC.

7.375% Senior Notes due 2006

       General. On February 29, 1996, we issued $150,000,000 principal amount of 7.375% Senior Notes due 2006 pursuant to an indenture dated February 15, 1996 between us and U.S. Bank National Association (as successor to State Street Bank and Trust Company, N.A.), as trustee. On May 29, 1996 we consummated an offer to exchange those notes for $150,000,000 principal amount of 7.375% Senior Notes due 2006 with substantially identical terms except that they have been registered under the Securities Act. As of November 30, 2004, there was $150,000,000 aggregate principal amount of 7.375% Senior Notes, due 2006 outstanding.

       Maturity and Interest. The 7.375% Senior Notes due 2006 are limited in aggregate principal amount to $150,000,000 and will mature on March 1, 2006. Interest on the 7.375% Senior Notes due 2006 accrues at 7.375% per annum and is payable semiannually on March 1 and September 1 of each year.

       Ranking. The 7.375% Senior Notes due 2006 are our unsecured unsubordinated obligations that rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations and rank senior in right of payment to all of our existing and future subordinated obligations. The 7.375% Senior Notes due 2006 are structurally subordinated to all existing and future obligations of our subsidiaries.

       Redemption. The 7.375% Senior Notes due 2006 may not be redeemed prior to maturity.

       Covenants. The indenture relating to the 7.375% Senior Notes due 2006 restricts, among other things, our ability to incur certain liens and enter into certain sale and lease-back transactions.

2.75% LYONs® due 2020 (Zero Coupon-Senior)

       General. On May 8, 2000, we issued an aggregate of $4,025,000,000 principal amount at maturity of LYONs® due 2020 (Zero Coupon-Senior) pursuant to an indenture between us and U.S. Bank National Association (as successor to State Street Bank and Trust Company, N.A.), as trustee. We issued the LYONs® at an issue price of $579.12 per LYON® (57.912% of the principal amount at maturity). In July 2002, we completed a tender offer for the 2.75% LYONs® and purchased $1.5 billion aggregate principal amount at maturity of the 2.75% LYONs® for $900 million in cash. As of November 30, 2004, there was approximately $9,300,000 accreted value of LYONs® outstanding.

       Maturity and Interest. We will not pay interest on the LYONs® prior to maturity. Instead, on May 8, 2020, the maturity date of the LYONs®, a holder will receive $1,000 per LYON®. The issue price of each LYON® represents a yield to maturity of 2.75% per year (computed on a semi-annual bond equivalent basis) calculated from May 8, 2000.

       Ranking. The LYONs® are our unsecured and unsubordinated obligations that rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations and rank senior in right of payment to all of our existing and future subordinated obligations. The LYONs® are structurally subordinate to all existing and future obligations of our subsidiaries.

       Conversion. Holders may convert their LYONs® at any time on or before the maturity date, unless the LYONs® have previously been redeemed or purchased, into 12.3309 shares of our common stock per LYON®. The conversion rate may be adjusted for certain reasons, but will not be adjusted for accrued original issue discount.

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       Purchase at Option of Holders. Holders may require us to purchase all or a portion of their LYONs® on May 8, 2010, at a price of $761.00 per LYON®. We may choose to pay the purchase price in cash or common stock or a combination of cash and common stock.

       Redemption. Solectron may redeem all or a portion of the LYONs® at any time on or after May 8, 2003 at certain specified redemption prices.

7.97% Subordinated Debentures due 2006

       General. On December 27, 2001 and January 8, 2002, we issued an aggregate of 44,000,000 7.25% Adjustable-Conversion-Rate Equity Security Units pursuant to an indenture and a purchase contract agreement, each between us and U.S. Bank National Association (as successor to State Street Bank and Trust Company, N.A.), as trustee and purchase contract agent, respectively. Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated were the underwriters in this transaction.

       The Units. Each equity security unit had a stated amount of $25 and consisted of (a) a contract to purchase, for $25, shares of common stock of Solectron on November 15, 2004, and (b) $25 principal amount of our 7.25% subordinated debentures due 2006. The debentures initially were held as a component of a unit and pledged for our benefit to secure the holder’s obligation to purchase our common stock under the related purchase contract.

       Early Settlement Offer for Equity Security Units. On May 11, 2004, we completed our early settlement offer to exchange up to 41,800,000 of our Equity Securities Units for 2.5484 shares of common stock plus $1.97 in cash for each validly tendered and accepted Equity Security Unit. The early settlement offer expired at midnight, New York City time, on May 5, 2004, and we accepted all of the 41,429,202 Equity Security Units tendered as of the expiration of the early settlement offer, or approximately 94% of the 44,000,000 issued and outstanding Equity Security Units. In accordance with the terms of the early settlement offer, we exchanged an aggregate of approximately 105.6 million shares of our common stock and $81.6 million in cash, including cash paid in lieu of fractional shares, for the 41,429,202 Equity Security Units tendered. Settlement of the remaining outstanding purchase contracts occurred on the stock purchase date, November 15, 2004.

       Remarketing. On August 16, 2004, the 7.25% subordinated debentures due 2006 were remarketed and the interest rate on the debentures was reset to 7.97% per annum, payable quarterly, effective on and after August 15, 2004. The proceeds from the remarketing were used to settle the purchase contracts on November 15, 2004 resulting in no Equity Security Units remaining outstanding. As of November 30, 2004, there was $63,138,000 aggregate principal amount of 7.97% Subordinated Debentures due 2006 outstanding.

       Principal, Maturity and Interest. The debentures have a principal amount of $25 and mature on November 15, 2006. The interest rate on the debentures is 7.97% per annum, payable quarterly, effective on and after August 15, 2004. Interest on the debentures is payable quarterly in arrears on February 15, May  15, August 15 and November 15 of each year.

       Ranking. The debentures are our general unsecured obligations and are subordinated in right of payment to all of our existing and future senior debt. In addition, the debentures are structurally subordinated to any indebtedness of our subsidiaries to the extent of the assets of those subsidiaries.

       Redemption. In the event of certain tax events, we may, at our option, redeem the debentures at the redemption price as specified in the indenture. Other than in the event of such a tax event redemption, we are not entitled to redeem the debentures prior to maturity.

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9.625% Senior Notes due 2009

       General. On February 6, 2002, we issued $500,000,000 principal amount of 9.625% Senior Notes due 2009 pursuant to an indenture dated February 6, 2002 between us and U.S. Bank National Association (as successor to State Street Bank and Trust Company of California, N.A.), as trustee. As of November 30, 2004, there was $500 million aggregate principal amount of the 9.625% Senior Notes due 2009 outstanding.

       Maturity and Interest. The 9.625% Senior Notes due 2009 are limited in aggregate principal amount to $500,000,000 and will mature on February 15, 2009. Interest on the 9.625% Senior Notes due 2009 accrues at 9.625% per annum and is payable on February 15 and August 15 of each year.

       Ranking. The 9.625% Senior Notes due 2009 are our general, unsecured obligations and:

•  are subordinated to all of our existing and future secured, unsubordinated indebtedness to the extent of the value of the assets securing such indebtedness;

•  are structurally subordinated to all liabilities of our subsidiaries, including our secured credit facilities as well as trade payables;

•  rank equal in right of payment with all of our existing and future unsubordinated, unsecured indebtedness; and

•  rank senior in right of payment to all of our existing and future subordinated indebtedness.

       Redemption. At any time prior to February 15, 2005, we will have the option to redeem up to 35% of the 9.625% Senior Notes due 2009 at the redemption prices set forth in the indenture governing the 9.625% Senior Notes due 2009. Prior to February 15, 2006, we will have the option to redeem the 9.625% Senior Notes due 2009, in whole or in part, from time to time, at a price equal to the greater of 104.813% of the principal amount of the 9.625% Senior Notes due 2009 or a “make-whole” premium as set forth in the indenture governing the 9.625% Senior Notes due 2009, plus accrued and unpaid interest. On or after February 15, 2006, we will have the option to redeem all or a portion of the 9.625% Senior Notes at the redemption prices set forth in the indenture governing the 9.625% Senior Notes due 2009.

       Change of Control. Upon a Change of Control, as defined in the indenture governing the 9.625% Senior Notes due 2009, holders of the 9.625% Senior Notes due 2009 will have the right to require us to repurchase all or any part of their 9.625% Senior Notes due 2009 at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest to, but excluding, the repurchase date.

       Certain Covenants. Prior to the 9.625% Senior Notes due 2009 being rated at least Baa3 or above by Moody’s Investor Services and BBB- or above by Standard & Poor’s, the indenture governing the 9.625% Senior Notes due 2009 will contain certain covenants which, among other things, restrict our ability and the ability of our restricted subsidiaries to:

•  incur additional indebtedness;

•  pay dividends;

•  make distributions in respect of our or our subsidiaries’ capital stock;

•  make other restricted payments;

•  give subsidiary guarantees of our other debt;

•  enter into transactions with affiliates or related persons; and

•  sell assets.

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       In addition, before and after the 9.625% Senior Notes due 2009 receive such ratings, the indenture governing the 9.625% Senior Notes due 2009 will restrict our ability and the ability of our restricted subsidiaries to:

•  enter into sale and leaseback transactions;

•  create liens; and

•  consolidate, merge or sell all or substantially all of our or our subsidiaries’ assets.

       The indenture governing the 9.625% Senior Notes due 2009 permits, under certain circumstances, our subsidiaries to be deemed unrestricted subsidiaries and thus not subject to the restrictions in the indenture. Pursuant to that indenture, U.S. Robotics was declared an unrestricted subsidiary.

Credit Facility

       As of November 30, 2004, we had available a $500 million revolving credit facility arranged by Banc of America Securities LLC and J.P. Morgan Securities Inc., with Bank of America, N.A., as administrative agent and collateral agent and JPMorgan Chase Bank, Citicorp USA, Inc. and The Bank of Nova Scotia, as co-syndication agents. Our $500 million revolving credit facility, under which there was no debt outstanding as of November 30, 2004, is set to expire on August 20, 2007.

       Drawings on the facility are subject to satisfaction of customary conditions (including representations and warranties being true and correct, no default or event of default in existence and delivery of satisfactory documentation. There is no requirement in the facility for us to maintain our ratings.

       Our revolving credit facility is guaranteed by certain of our domestic subsidiaries and secured by the pledge of domestic accounts receivable, inventory and equipment, the pledge of equity interests in certain of our subsidiaries and notes evidencing intercompany debt.

       Borrowings under the credit facility bear interest, at our option, at the London Interbank offering rate (LIBOR) plus a margin of 2.25% based on our current senior secured debt ratings, or the higher of the Federal Funds Rate plus 1/2 of 1% or Bank of America N.A.’s publicly announced prime rate. As of November 30, 2004, there were no borrowings outstanding under this facility.

       The secured credit facility is subject to various customary covenants and conditions precedent. The negative covenants include limitations on indebtedness, investments, liens, burdensome agreements, fundamental changes, dispositions, capital expenditures and restricted junior payments. The secured credit facility also contains the following financial covenants: maximum debt to consolidated EBITDA and cash interest coverage. We were in compliance with all applicable covenants as of November 30, 2004.

       In addition, we had $15.2 million in committed and $176.7 million in uncommitted foreign lines of credit and other bank facilities as of November 30, 2004 relating to continuing operations. A committed line of credit obligates a lender to loan us amounts under the credit facility as long as we adhere to the terms of the credit agreement. An uncommitted line of credit is extended to us at the sole discretion of a lender. The interest rates range from the bank’s prime lending rate to the bank’s prime rate plus 1.0%. As of November 30, 2004, borrowings and guaranteed amounts were $5.8 million under committed and $0 under uncommitted foreign lines of credit. Borrowings are payable on demand. The weighted-average interest rate was 4.0% for committed foreign lines of credit as of November 30, 2004.

       In connection with this exchange offer, we and the senior lenders under our credit facility have amended such agreement to allow us to perform our obligations with respect to the new notes.

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DESCRIPTION OF CAPITAL STOCK

General

       As of the date of this prospectus, our authorized capital stock consists of 1,601,200,000 shares. Those shares consist of (1) 1,600,000,000 shares designated as common stock, $0.001 par value, and (2) 1,200,000 shares designated as preferred stock, $0.001 par value. The equity securities currently outstanding are shares of our common stock and our Series B preferred stock. As of January 28, 2005, there were 970,828,477 shares of common stock issued and outstanding and one share of Series B preferred stock outstanding.

Preferred Stock

       The following description of preferred stock and the description of the terms of a particular series of preferred stock is not complete. The description is qualified in its entirety by reference to the certificate of designation relating to that series. The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to that series.

       The Board of Directors has the authority, without further action by the stockholders, to issue up to 1,200,000 shares of preferred stock in one or more series and to fix the following terms of the preferred stock:

•  designations, powers, preferences, privileges;

•  relative participating, optional or special rights; and

•  the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences.

       Any or all of these rights may be greater than the rights of the common stock.

       The Board of Directors, without stockholder approval, can issue preferred stock with voting, conversion or other rights that could negatively affect the voting power and other rights of the holders of common stock. Preferred stock could thus be issued quickly with terms calculated to delay or prevent a change in control of Solectron or make it more difficult to remove our management. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock.

       The rights, preferences, privileges and restrictions of the preferred stock of each series are, in the case of Series A preferred stock, and in the case of future series, will be, fixed by the certificate of designation relating to that series. The certificate of designation will specify:

•  the maximum number of shares;

•  the designation of the shares;

•  the annual dividend rate, if any, whether the dividend rate is fixed or variable, the date dividends will accrue, the dividend payment dates, and whether dividends will be cumulative;

•  the price and the terms and conditions for redemption, if any, including redemption at our option or at the option of the holders, including the time period for redemption, and any accumulated dividends or premiums;

•  the liquidation preference, if any, and any accumulated dividends upon the liquidation, dissolution or winding up of Solectron’s affairs;

•  any sinking fund or similar provision, and, if so, the terms and provisions relating to the purpose and operation of the fund;

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•  the terms and conditions, if any, for conversion or exchange of shares of any class or classes of our capital stock or any series of any other class or classes, or of any other series of the same class, or any other securities or assets, including the price or the rate of conversion or exchange and the method, if any, of adjustment;

•  the voting rights; and

•  any or all other preferences and relative, participating, optional or other special rights, privileges or qualifications, limitations or restrictions.

       Preferred stock will be fully paid and nonassessable upon issuance.

Series B Preferred Stock

       On December 3, 2001, a special voting share of our Series B preferred stock was issued to the trustee appointed under the voting and exchange trust agreement entered into in connection with our transaction with C-MAC Industries Inc. pursuant to that certain combination agreement, dated as of August 8, 2001, by and among Solectron, 3924548 Canada, Inc., Exchangeco and C-Mac Industries, Inc., as amended as of September 7, 2001. It is the only share of Series B preferred stock issued and outstanding. The special voting share is a share of our Series B preferred stock and has a par value of $0.001 per share. Except as otherwise required by law or our certificate of incorporation, the special voting share is entitled to a number of votes equal to the number of outstanding exchangeable shares of Solectron Global Services Canada from time to time not owned by us, any of our subsidiaries, or entities directly or indirectly controlled by or under common control with us, which votes may be exercised for the election of directors and on all other matters submitted to a vote of our stockholders. The holders of our common stock and the holder of the special voting share vote together as a single class on all matters, except to the extent voting as a separate class is required by applicable law or our certificate of incorporation. The holder of the special voting share is not entitled to receive dividends from us and, in the event of any liquidation, dissolution or winding-up of us, will receive an amount equal to the par value thereof. At such time as there are no exchangeable shares outstanding not owned by us, any of our subsidiaries, or entities directly or indirectly controlled by or under common control with us, and there are no shares of stock, debt, options or other agreements of Solectron Global Services Canada that could give rise to the issuance of any exchangeable shares to any person (other than us, any of our subsidiaries, or entities directly or indirectly controlled by or under common control with us), the special voting share will be cancelled in accordance with its terms.

Series A Participating Preferred Stock and Rights Agreement

       On June 29, 2001, pursuant to a preferred stock rights agreement between us and Fleet National Bank, as rights agent, our Board of Directors declared a dividend of one right to purchase one ten-thousandth of a share of our Series A participating preferred stock for each outstanding share of our common stock. The dividend was paid on July 30, 2001, to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one ten-thousandth of a share of our Series A preferred stock at an exercise price of $150, subject to adjustment.

       The following is a summary and general description of the principal terms of our rights agreement.

Rights Evidenced by Common Stock Certificates

       The rights will not be exercisable until the distribution date. Certificates for the rights will not be sent to our stockholders and the rights will attach to and trade only together with our common stock. Accordingly, our common stock certificates outstanding on July 30, 2001 will evidence the rights related thereto, and our common stock certificates issued after July 30, 2001 will contain a notation

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incorporating the rights agreement by reference. Until the distribution date (or earlier redemption or expiration of the rights), the surrender or transfer of any certificates for our common stock, outstanding as of the record date, even without notation or a copy of the summary of rights being attached thereto, also will constitute the transfer of the rights associated with our common stock represented by such certificate.

Distribution Date

       The rights will be separate from our common stock. Rights certificates will be issued and the rights will become exercisable upon the earlier of the tenth day (or such later date as may be determined by our board of directors) after a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of our then-outstanding common stock (which includes exchangeable shares exchangeable for common stock), or the tenth business day (or such later date as may be determined by our board of directors) after a person or group announces a tender or exchange offer, the consummation of which would result in ownership by a person or group of 15% or more of our then-outstanding common stock. The earlier of such dates is referred to as the “distribution date.”

Issuance of Rights Certificates; Expiration of Rights

       As soon as practicable following the distribution date, a rights certificate will be mailed to holders of record of our common stock as of the close of business on the distribution date, and such separate rights certificate alone will evidence the rights from and after the distribution date. The rights will expire on the earliest of July 30, 2011, or redemption or exchange of the rights as described below.

Initial Exercise of the Rights

       Following the distribution date, and until one of the further events described below, holders of the rights will be entitled to receive, upon exercise and the payment of the purchase price, one ten-thousandth of a share of the Series A preferred stock. In the event that we do not have sufficient Series A preferred stock available for all rights to be exercised, or our Board of Directors decides that such action is necessary and not contrary to the interests of rights holders, we may instead substitute cash, assets or other securities for the Series A preferred stock for which the rights would have been exercisable under this provision or as described below.

Right to Buy Our Common Stock

       Unless the rights are earlier redeemed, in the event that an acquiring person obtains 15% or more of our then-outstanding common stock, then each holder of a right which has not theretofore been exercised (other than rights beneficially owned by the acquiring person, which will thereafter be void) will thereafter have the right to receive, upon exercise, shares of our common stock having a value equal to two times the price of such shares. Rights are not exercisable following the occurrence of an event as described above until such time as the rights are no longer redeemable by us as set forth below.

Right to Buy Acquiring Company Common Stock

       Similarly, unless the rights are earlier redeemed, in the event that, after an acquiring person obtains 15% or more of our then-outstanding common stock, we are acquired in a merger or other business combination transaction, or 50% or more of our consolidated assets or earning power are sold (other than in transactions in the ordinary course of business), proper provision must be made so that each holder of a right which has not yet been exercised (other than rights beneficially owned by the acquiring person, which will thereafter be void) will thereafter have the right to receive, upon

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exercise, shares of common stock of the acquiring company having a value equal to two times the price of such shares.

Exchange Provision

       At any time after an acquiring person obtains 15% or more of our then outstanding common stock and prior to the acquisition by such acquiring person of 50% or more of our outstanding common stock, our board of directors may exchange the rights (other than rights owned by the acquiring person), in whole or in part, at an exchange ratio of one share of our common stock per right.

Redemption

       At any time on or prior to the close of business on the earlier of the fifth day following the attainment of 15% or more of our then-outstanding common stock by an acquiring person (or such later date as may be determined by action of our board of directors and publicly announced by us), or July 30, 2011, we may redeem the rights in whole, but not in part, at a price of $0.001 per right.

Adjustments to Prevent Dilution

       The purchase price payable, the number of rights, and the number of shares of our Series A preferred stock or our common stock or other securities or property issuable upon the exercise of the rights are subject to adjustment from time to time in connection with the dilutive issuances by us as set forth in the rights agreement. With certain exceptions, no adjustment in the purchase price will be required until cumulative adjustments require an adjustment of at least 1% in such purchase price.

Cash Paid Instead of Issuing Fractional Shares

       No fractional shares of our common stock will be issued upon exercise of a right and, in lieu thereof, an adjustment in cash will be made based on the market price of our common stock on the last trading date prior to the date of exercise.

No Stockholders’ Rights Prior to Exercise

       Until a right is exercised, the holder thereof, as such, will have no rights as a stockholder of us (other than any rights resulting from such holder’s ownership of our common stock), including, without limitation, the right to vote or to receive dividends.

Amendment of Rights Agreement

       The terms of the rights and the rights agreement may be amended in any respect without the consent of the rights holders on or prior to the distribution date. After the distribution date, the terms of the rights and the rights agreement may be amended without the consent of the rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of rights holders, other than the acquiring person.

Rights and Preferences of Our Series A Preferred Stock

       Each one ten-thousandth of a share of our Series A preferred stock has rights and preferences substantially equivalent to those of one share of our common stock.

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No Voting Rights

       Rights will not have any voting rights.

Certain Anti-Takeover Effects

       The rights are designed to protect and maximize the value of the outstanding equity interests in us in the event of an unsolicited attempt by an acquiror to take us over in a manner or on terms not approved by our board of directors. Takeover attempts frequently include coercive tactics to deprive our board of directors and our stockholders of any real opportunity to determine our future as a company. The rights were declared by our board of directors in order to deter such tactics, including a gradual accumulation of shares in the open market of a 15% or greater position to be followed by a merger or a partial or two-tier tender offer that does not treat all stockholders equally. These tactics unfairly pressure stockholders, squeeze them out of their investment without giving them any real choice and deprive them of the full value of their shares.

       Subject to the restrictions described above, the rights may be redeemed by us at $0.001 per right at any time prior to the distribution date. Accordingly, the rights should not interfere with any merger or business combination approved by our board of directors.

       However, the rights may have the effect of rendering more difficult or discouraging an acquisition of us deemed undesirable by our board of directors. The rights may cause substantial dilution to a person or group that attempts to acquire us on terms or in a manner not approved by our board of directors, except pursuant to an offer conditioned upon the negation, purchase or redemption of the rights.

Common Stock

       Holders of common stock are entitled to receive dividends declared by the Board of Directors, out of funds legally available for the payment of dividends, subject to the rights of holders of preferred stock. Currently, we are not paying dividends. Each holder of common stock is entitled to one vote per share. Upon any liquidation, dissolution or winding up of our business, the holders of common stock are entitled to share equally in all assets available for distribution after payment of all liabilities and provision for liquidation preference of shares of preferred stock then outstanding. The holders of common stock have no preemptive rights and no rights to convert their common stock into any other securities. There are also no redemption or sinking fund provisions applicable to the common stock.

       All outstanding shares of common stock are fully paid and nonassessable.

       Our common stock is listed on the New York Stock Exchange under the symbol “SLR.” The transfer agent and registrar for the common stock is Fleet National Bank N.A.

Delaware General Corporation Law Section 203

       We are a Delaware corporation subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” transaction with an “interested stockholder” for a period of three years after the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner, as described below.

       The Section 203 restrictions do not apply if:

       (1) the business combination or transaction is approved by our Board of Directors before the date the interested stockholder obtained such status;

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       (2) upon consummation of the transaction which resulted in the stockholder obtaining such status, the stockholder owned at least 85% of the shares of stock entitled to vote generally in the election of directors (the “voting stock”) that are outstanding at the time the transaction commenced. The 85% calculation does not include those shares:

•  owned by directors who are also officers of the target corporation; or

•  held by employee stock plans which do not permit employees to decide confidentially whether to accept a tender or exchange offer; or

       (3) if on or after the date the interested stockholder obtained such status, the business combination is approved by our Board of Directors and at a stockholder meeting by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

       Generally, a “business combination” includes a merger, asset sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status, did own, 15% or more of a corporation’s voting stock. Section 203 may prohibit or delay mergers or other takeover or change in control attempts with respect to Solectron. As a result, Section 203 may discourage attempts to acquire us even though such transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

       This section summarizes the material U.S. federal income tax considerations relating to the exchange of outstanding notes for new notes pursuant to the exchange offer, and insofar as it relates to matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, constitutes the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. The information provided below is based on laws, regulations, rulings and administrative and judicial decisions currently in effect, all of which are subject to change or different interpretations, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of exchanging the outstanding notes for new notes pursuant to the exchange offer or holding the new notes or common stock into which the new notes are convertible. This summary does not provide a complete analysis of all potential tax considerations. This summary generally applies only to investors that hold the outstanding notes and will hold the new notes as “capital assets” (generally, for investment). This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of the holder’s circumstances (for example, persons subject to the alternative minimum tax provisions of the Internal Revenue Code (the “Code”) or a U.S. Holder (as defined below) whose “functional currency” is not the U.S. dollar). Also, it is not intended to be applicable to all categories of investors, some of which (such as dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, banks, thrifts, regulated investment companies, insurance companies, tax-exempt organizations, and persons holding notes as part of a hedging or conversion transaction or straddle or persons deemed to sell notes under the constructive sale provisions of the Code) may be subject to special rules. Finally, this summary does not describe the effects of any applicable non-U.S., state or local tax laws.

       Investors considering the exchange of their outstanding notes for new notes pursuant to the exchange offer should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations, as well as any tax consequences of the exchange offer and the ownership and disposition of the new notes and the common stock into which the new notes are convertible arising under the U.S. federal estate or gift tax laws, non-U.S, state or local tax laws, and tax treaties.

       As used herein, the term “U.S. Holder” means a beneficial owner of notes that for U.S. federal income tax purposes is (1) a citizen or resident of the U.S., (2) a corporation organized under the laws of the U.S. or any state of the U.S. or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if (i) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A “Non-U.S. Holder” is a beneficial owner of notes or common stock that is not a U.S. Holder and not a partnership for U.S. federal income tax purposes. If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes is a beneficial owner of a note or common stock, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership.

Holders Participating in the Exchange Offer.

       The Exchange Offer. Generally, the modification of a debt instrument, whether effected pursuant to an amendment of the terms of the debt instrument or an actual exchange of an existing debt instrument for a new debt instrument, will be treated for U.S. federal income tax purposes as an exchange of the existing debt instrument for a new debt instrument if there is deemed to be a “significant modification” of the existing debt instrument. There is no statutory, administrative or judicial authority that specifically addresses an exchange with the terms of the exchange offer.

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Therefore, it is not entirely clear whether the exchange of the outstanding notes for new notes will be treated as a significant modification of the terms of the outstanding notes for U.S. federal income tax purposes. The exchange will be a significant modification if, based on all facts and circumstances, the legal rights or obligations that are altered and the degree to which they are altered are economically significant. We intend to take the position that the exchange of outstanding notes for new notes will not constitute an exchange for U.S. federal income tax purposes because we believe that the differences between the terms of the outstanding notes and the new notes are not economically significant and, as a result, do not constitute a significant modification of the terms of the outstanding notes for U.S. federal income tax purposes. By participating in the exchange offer, each holder will be deemed to have agreed pursuant to the indenture governing the new notes to treat the exchange as not constituting a significant modification of the terms of the outstanding notes. Assuming that the exchange of outstanding notes for new notes does not constitute a significant modification of the outstanding notes, a U.S. Holder will not recognize any gain or loss as a result of the exchange, and will have the same tax basis and holding period in the new notes as such U.S. Holder had in the outstanding notes prior to the exchange.

       There is no statutory, administrative or judicial authority that specifically addresses a payment of cash consideration to the holders of notes as part of a transaction such as the exchange offer. Although the matter is not free from doubt, the payment of the cash consideration should be treated as ordinary income to holders participating in the exchange offer, and such payment will be reported to holders and the IRS in accordance with such treatment. Assuming that this position is correct, U.S. federal withholding tax at a 30% rate will apply to the receipt of the cash consideration by any Non-U.S. Holder participating in the exchange, unless the Non-U.S. Holder is eligible for a treaty exception or is engaged in a U.S. trade or business to which the cash consideration is effectively connected and, in either case, provides appropriate certification thereto. If we withhold tax from any payment and such payment were determined not to be subject to U.S. federal income tax, a Non-U.S. Holder generally would be entitled to a refund of any tax withheld.

       Because there is no statutory, administrative or judicial authority that specifically addresses an exchange with the terms of the exchange offer, there can be no assurance that the IRS will agree that the exchange does not constitute a significant modification of the terms of the outstanding notes. If the exchange were treated as a significant modification of the terms of the outstanding notes, such exchange should be treated as a recapitalization for U.S. federal income tax purposes. If the exchange were treated as a recapitalization, a U.S. Holder should not recognize any loss as a result of the exchange, and should recognize gain in an amount equal to the lesser of the gain realized and the amount of the cash payment received. A U.S. Holder should have the same holding period and tax basis in the new notes as such holder had in the outstanding notes prior to the exchange, decreased by the amount of the cash payment received, and increased by the amount of gain recognized. Alternatively, the cash payment may be taxable in the same manner and to the same extent as described in the immediately preceding paragraph, in which case a U.S. Holder should not recognize gain or loss on the exchange of the outstanding notes for new notes, and such holder’s tax basis in the new notes should be the same as its tax basis in the outstanding notes immediately prior to the exchange. Whether the exchange would constitute a recapitalization would depend, in part, on whether the notes constitute “securities” for U.S. federal income tax purposes. Whether a debt instrument constitutes a security depends on a variety of factors, including the term of the instrument. A debt instrument with a term of five years or less generally does not qualify as a security, and a debt instrument with a term of ten years or more generally does qualify as a security. Whether a debt instrument with a term between five and ten years qualifies as a security is unclear. Because holders have the right to require us to redeem the notes at certain times prior to maturity of the notes, the notes may be viewed as having terms of less than ten years and, as a result, may not constitute securities for U.S. federal income tax purposes.

       If the exchange were to constitute a significant modification of the terms of the outstanding notes, and either the outstanding notes or the new notes were not treated as securities, the

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exchange would be a taxable transaction for U.S. federal income tax purposes. In such case, a U.S. Holder generally should recognize gain or loss equal to the difference between such holder’s adjusted tax basis in the outstanding notes and the sum of the issue price of the new notes (as described below) plus the amount of the cash payment received. Alternatively, the cash payment may be taxable in the same manner and to the same extent as described in the second paragraph under “— Holders Participating in the Exchange Offer — The Exchange Offer” above.

       If the exchange of outstanding notes for new notes were treated as an exchange for U.S. federal income tax purposes (i.e., either a recapitalization or a taxable exchange), it would be necessary to determine the “issue price” of the new notes. If the new notes are treated as publicly traded for purposes of the original issue discount provisions of the Code, the issue price of the new notes would equal the fair market value of the new notes as of the date the new notes are issued. If the new notes are not treated as publicly traded for purposes of the original issue discount provisions of the Code but the outstanding notes are so treated, the issue price of the new notes would equal the fair market value of the outstanding notes as of the date the new notes are issued. In such case, the new notes would be issued with original issue discount if their stated redemption price at maturity (generally, the amount we are required to pay upon maturity of the new notes) exceeded their issue price, or, alternatively, would be issued with bond premium if a U.S. Holder’s adjusted tax basis in the new notes exceeded their stated redemption price at maturity.

       If both the outstanding notes and the new notes are not treated as publicly traded for purposes of the original issue discount provisions of the Code, then because the interest rate on the new notes is less than the applicable federal rate for a debt instrument with a term equal to the term of the new notes, the issue price of the new notes would equal their “imputed principal amount” within the meaning of the Code. The imputed principal amount of a new note generally would equal the sum of the present values of all payments due under the new note, using a discount rate equal to the long-term applicable federal rate in effect at the time of the exchange offer. In such case, a new note would be issued with original issue discount because the issue price of the new note would be less than its stated redemption price at maturity.

       Subject to a statutory de minimis rule, a U.S. Holder would be required to include any original issue discount in income on a constant yield to maturity basis over the term of the new notes and in advance of the receipt of cash payments attributable to such income. Subject to applicable limitations, a U.S. Holder may elect to amortize bond premium as an offset to interest income otherwise required to be included in income in respect of the new notes during the taxable year.

       In the event that the exchange of outstanding notes for new notes is treated as a taxable transaction for U.S. federal income tax purposes, any gain realized by a Non-U.S. Holder generally would not be subject to U.S. federal income tax unless the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the exchange and certain conditions are met. If a Non-U.S. Holder’s gain is effectively connected with its conduct of a trade or business in the United States, the Non-U.S. Holder generally would be subject to U.S. federal income tax on the net gain derived from the exchange. If the Non-U.S. Holder is a corporation, then such holder may be required to pay a branch profits tax at a 30% rate (or such lower rate as may be prescribed under an applicable U.S. income tax treaty) on any such effectively connected gain. If the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the exchange and certain conditions are met, the Non-U.S. Holder would be subject to a flat 30% U.S. federal income tax on the gain derived from the exchange, which may be offset by U.S. source capital losses, even though the Non-U.S. Holder is not considered a resident of the United States. Non-U.S. Holders should consult any applicable income tax treaties that may provide for different rules.

       In the event that the exchange of outstanding notes for new notes is treated as an exchange for U.S. federal income tax purposes (i.e., either a recapitalization or a taxable exchange), and the

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determination of the “issue price” of the new notes results in the new notes being issued with original issue discount, then payments to a Non-U.S. Holder that are attributable to original issue discount may be subject to U.S. federal withholding tax at a 30% rate (or a reduced rate under the terms of an applicable income tax treaty), in addition to any withholding tax applicable to payments of interest on the new notes, unless such payments are effectively connected with the U.S. Holder’s conduct of a trade or business in the United States and appropriate certification is provided. Payments of interest and original issue discount on the new notes to most Non-U.S. Holders generally should qualify as “portfolio interest”, and thus should be exempt from withholding tax, if the holders certify their nonresident status. The portfolio interest exemption would not apply to payments of interest to a Non-U.S. Holder that owns, directly or indirectly (including under applicable constructive ownership rules) at least 10% of our voting stock or is a “controlled foreign corporation” that is related to us through stock ownership. In general, a foreign corporation is a controlled foreign corporation if more than 50% of its stock, by vote or value, is owned, directly or indirectly (including under applicable constructive ownership rules), by one or more U.S. persons that each owns, directly or indirectly (including under applicable constructive ownership rules) at least 10% of the voting power of the corporation’s voting stock.

       Conversion. If a U.S. Holder participating in the exchange subsequently presents a new note for conversion, and we deliver solely cash for both the principal return and any amount in excess of the principal return, the U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount of cash received by the U.S. Holder and the U.S. Holder’s adjusted tax basis in the new note. The gain or loss recognized by a U.S. Holder will be long-term capital gain or loss if the holding period attributable to the new note exceeds one year at the time of the conversion. Long-term capital gains of non-corporate taxpayers are currently subject to U.S. federal income tax at a maximum rate of 15%. The deductibility of capital losses is subject to limitations.

       If a U.S. Holder participating in the exchange subsequently presents a new note for conversion, and we deliver cash for the principal return and common stock for any amount in excess of the principal return, the U.S. federal income tax treatment is not entirely clear because there is no statutory, administrative or judicial authority specifically addressing the tax consequences of such a payment upon conversion of a note. The cash payment may be treated as proceeds from the sale of a portion of the new note, and any common stock may be treated as received upon conversion of a portion of the new note. The U.S. Holder’s aggregate tax basis in the new note would be allocated between the portion of the new note treated as sold and the portion of the new note treated as converted into common stock based on their relative fair market values. The U.S. Holder generally would recognize capital gain or loss with respect to the portion of the new note treated as sold equal to the difference between the amount of cash received by the U.S. Holder and the U.S. Holder’s adjusted tax basis in the portion of the new note treated as sold. The gain or loss recognized by a U.S. Holder would be long-term capital gain or loss if the holding period attributable to the new note exceeds one year at the time of the conversion. Long-term capital gains of non-corporate taxpayers are currently subject to U.S. federal income tax at a maximum rate of 15%. The deductibility of capital losses is subject to limitations. With respect to the portion of the new note treated as converted, a U.S. Holder generally would not recognize any gain or loss. The tax basis allocated to the portion of the new note treated as converted into common stock would be the U.S. Holder’s tax basis in the common stock. The U.S. Holder’s holding period for the common stock would include the U.S. Holder’s holding period attributable to the new note. Alternatively, a U.S. Holder may be treated as exchanging the new note for our common stock and cash in a recapitalization for U.S. federal income tax purposes. In such case, the U.S. Holder generally would not recognize loss, but generally would recognize capital gain in an amount equal to the lesser of the gain realized and the cash received. Such gain generally would be long-term capital gain if the U.S. Holder’s holding period attributable to the new note exceeds one year at the time of the conversion. Long-term capital gains of non-corporate taxpayers are currently subject to U.S. federal income tax at a maximum rate of 15%. The deductibility of capital losses is subject to limitations. The U.S. Holder’s adjusted tax basis in the common stock received generally would equal the adjusted tax basis of the new note,

76

decreased by the amount of cash received, and increased by the amount of gain recognized. U.S. Holders should consult their own tax advisors regarding the proper treatment of the receipt of a combination of cash and common stock upon conversion of a new note.

Holders Not Participating in the Exchange Offer. A holder of outstanding notes that does not exchange outstanding notes for new notes will have no U.S. federal income tax consequences as a result of the exchange offer.

       The preceding discussion of U.S. federal income tax considerations is for general information only. It is not tax advice. Investors considering the exchange of their outstanding notes for new notes pursuant to the exchange offer should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations, as well as any tax consequences of the exchange offer and the ownership and disposition of the new notes and the common stock into which the new notes are convertible arising under the U.S. federal estate or gift tax laws, non-U.S., state or local tax laws, and tax treaties.

LEGAL MATTERS

       The validity of the new notes and the common stock that may be issued upon conversion of the new notes offered by this prospectus and certain tax matters relating to the exchange offer in respect of which this prospectus is being delivered will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for Goldman, Sachs & Co. by Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California.

EXPERTS

       The consolidated financial statements and financial statement schedule of Solectron Corporation as of August 31, 2004 and 2003, and for each of the years in the three-year period ended August 31, 2004, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the August 31, 2004, consolidated financial statements refers to the company’s adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” on September 1, 2001.

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ADDITIONAL INFORMATION

       We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the operation of the public reference room. Reports, proxy and information statements, and other information filed electronically by us with the SEC are available to the public at the SEC’s website at www.sec.gov. However, information on the SEC’s Web site does not constitute a part of this prospectus.

       In this document, we “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring to that information. The information incorporated by reference is considered to be part of this prospectus, and certain later information that we file with the SEC prior to the termination of the offering of the notes will update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and until this offering is completed:

•  Our annual report on Form 10-K for the fiscal year ended August 31, 2004, filed with the SEC on November 5, 2004;

•  Our quarterly report on Form 10-Q for the quarter ended November 30, 2004, filed with the SEC on January 5, 2005; and

•  Our current reports on Form 8-K filed on September 15, 2004, November 17, 2004, January 13, 2005 and January 19, 2005.

       You may obtain a copy of these filings, at no cost, by writing or telephoning us at the following address and telephone number:

Solectron Corporation

847 Gibraltar Drive, Building 5

Milpitas, California 95035

Telephone: (408) 957-8500

Attn: Treasurer

MARKET DATA

       Market data incorporated by reference into this prospectus is based on independent industry sources, other publicly available information and the good faith estimates of our management.

       Although we are aware of no reason that would lead us to believe that such sources are not reliable, the accuracy and completeness of such information has not been independently verified by us and cannot be guaranteed.

78

Solectron Corporation

Offer to Exchange

$450,000,000 Principal Amount of its 0.50% Convertible Senior Notes, Series B

due 2034 Plus up to $1,125,000 in Cash ($2.50 per $1,000 Principal Amount)

for all of its Outstanding 0.50% Convertible Senior Notes due 2034

The exchange agent for the exchange offer is:

U.S. Bank National Association

       Letters of Transmittal and any other required documents should be sent by each holder or its broker, dealer, commercial bank, trust company or other nominee to the exchange agent:

By Registered or Certified Mail or Hand Delivery:	By Facsimile Transmission: (For Eligible Institutions only)
U.S. Bank National Association Corporation Trust Operations Reorganization Unit 60 Livingston Avenue St. Paul, Minnesota 55107-2292 Attention: Specialized Finance	(651) 495-8158 Confirm by telephone: (651) 495-4738

The information agent for the exchange offer is:

       Any questions regarding procedures for tendering outstanding notes or requests for additional copies of this prospectus and letter of transmittal should be directed to the information agent:

17 State Street — 10th Floor

New York, NY 10004

Banks and Brokers Call (212) 440-9800

All others call Toll-Free (800) 460-0079

The dealer manager for the exchange offer is:

Goldman, Sachs & Co.

85 Broad St.

New York, New York 10004

Telephone: (800) 471-7731 (toll-free)

Prospectus dated                     , 2005.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers

Certificate of Incorporation

       Article 11 of our Certificate of Incorporation provides that, to the fullest extent permitted by Delaware law, as the same now exists or as it may hereafter be amended, no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

•  for any breach of their duty of loyalty to the corporation or its stockholders,

•  for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,

•  for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or

•  for any transaction from which the director derived an improper personal benefit.

Bylaws

       Article VI of our Bylaws provides that we:

•  will indemnify each director and officer who is or was a director or officer of the corporation, who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, including, without limitation, any direct or indirect subsidiary of the corporation, or who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, and

•  may indemnify any person, other than directors and officers, who is or was an employee or agent of the corporation, who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including, without limitation, any direct or indirect subsidiary of the corporation, or who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation,

•  against expenses, including attorneys’ fees, judgments, fines and other amounts actually and reasonably incurred in connection with any proceeding.

       Unless indemnification is mandated by law or the order, judgment or decree of any court of competent jurisdiction, we shall not indemnify any person if such indemnification:

•  would be inconsistent with a provision of our Certificate of Incorporation, Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification, or

•  would be inconsistent with any condition expressly imposed by a court in approving a settlement.

       Our Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Bylaws would permit indemnification. We currently maintain liability insurance for our officers and directors.

II-1

       We have entered into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our Certificate of Incorporation and Bylaws. These agreements, among other things, indemnify our directors and officers for certain expenses, including attorney’s fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Solectron, arising out of such person’s services as a director or officer of Solectron, any subsidiary of Solectron or any other company or enterprise to which the person provides services at the request of Solectron.

Item 21. Exhibits and Financial Statement Schedule Exhibit Index

Exhibit
Number	Description
4.1	Form of Indenture between the Company and U.S. Bank National Association, as Trustee, with respect to the 0.50% Convertible Senior Notes, Series B due 2034.
4.2	Indenture dated as of February 17, 2004 between the Company and U.S. Bank National Association, as Trustee, with respect to the 0.50% Convertible Senior Notes due 2034.(1)
4.3	Form of 0.50% Convertible Senior Notes, Series B due 2034 (contained in Exhibit 4.1).
4.4	Form of 0.50% Convertible Senior Notes due 2034 (contained in Exhibit 4.2).
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
8.1	Tax Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1).
24.1	Power of Attorney (included on the signature page of the initial filing of this Form S-4 and herein).
25.1	Statement of Eligibility and Qualification of Trustee on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.*
99.3	Form of Letter to Brokers.*
99.4	Form of Letter to Clients.*
99.5	Form of Letter to Holders.*
99.6	Form of Guidelines for Certification of Taxpayer Identification.*

(1)  Previously filed with the Securities and Exchange Commission as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed on April 14, 2004 and incorporated herein by reference.

* Previously filed.

Item 22.     Undertakings

       a.     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

       b.     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and

II-2

Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the financial adjudication of such issue.

       c.     The undersigned registrant hereby undertakes that:

       (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time it was declared effective.

       (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

       d.     The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

       e.     The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this 1st day of February, 2005.

SOLECTRON CORPORATION

By:  /s/ Kiran Patel

Kiran Patel

Executive Vice President and

Chief Financial Officer

       Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated.

Signature	Title	Date
/s/ Michael R. Cannon Michael R. Cannon	President and Chief Executive Officer (Principal Executive Officer)	February 1, 2005
/s/ Kiran Patel Kiran Patel	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 1, 2005
* Warren Ligan	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 1, 2005
* William A. Hasler	Chairman of the Board	February 1, 2005
* Heinz Fridrich	Director	February 1, 2005
* William R. Graber	Director	February 1, 2005
* Paul R. Low, Ph.D.	Director	February 1, 2005
* C. Wesley M. Scott	Director	February 1, 2005

II-4

Signature		Title	Date
* Cyril Yansouni		Director	February 1, 2005
* H. Paulett Eberhart		Director	February 1, 2005
*By:	/s/ Kiran Patel Kiran Patel (Attorney-in-Fact)

POWER OF ATTORNEY

       Each person whose signature appears below constitutes and appoints Michael R. Cannon and Kiran Patel and each of them, either one of whom may act without the joinder of the other, as his or her true and lawful attorney-in-fact, with full power of substitution and re-substitution for him or her in any and all capacities, to sign on his or her behalf any and all amendments and post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, with the SEC, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated.

Signature	Title	Date
/s/ Richard A. D’Amore Richard A. D’Amore	Director	February 1, 2005

II-5

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Form of Indenture between the Company and U.S. Bank National Association, as Trustee, with respect to the 0.50% Convertible Senior Notes, Series B due 2034.
4.2	Indenture dated as of February 17, 2004 between the Company and U.S. Bank National Association, as Trustee, with respect to the 0.50% Convertible Senior Notes, due 2034.(1)
4.3	Form of 0.50% Convertible Senior Notes, Series B due 2034 (contained in Exhibit 4.1).
4.4	Form of 0.50% Convertible Senior Notes due 2034 (contained in Exhibit 4.2).
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
8.1	Tax Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1).
24.1	Power of Attorney (included on the signature page of the initial filing of this Form S-4 and herein).
25.1	Statement of Eligibility and Qualification of Trustee on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.*
99.3	Form of Letter to Brokers.*
99.4	Form of Letter to Clients.*
99.5	Form of Letter to Holders.*
99.6	Form of Guidelines for Certification of Taxpayer Identification.*

(1)  Previously filed with the Securities and Exchange Commission as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed on April 14, 2004 and incorporated herein by reference.

* Previously filed.

EX-4.1

EXHIBIT 4.1

SOLECTRON CORPORATION,

ISSUER

AND

U.S. BANK NATIONAL ASSOCIATION,

TRUSTEE

INDENTURE

Dated as of February __, 2005

0.50% CONVERTIBLE SENIOR NOTES, SERIES B DUE FEBRUARY 15, 2034

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
SECTION 1.1   Definitions		1
SECTION 1.2   Compliance Certificates and Opinions		11
SECTION 1.3   Form of Documents Delivered to the Trustee		12
SECTION 1.4   Acts of Holders of Securities		12
SECTION 1.5   Notices, Etc. to the Trustee and Company		14
SECTION 1.6   Notice to Holders of Securities; Waiver		15
SECTION 1.7   Effect of Headings and Table of Contents		15
SECTION 1.8   Successors and Assigns		15
SECTION 1.9   Separability Clause		15
SECTION 1.10 Benefits of Indenture		16
SECTION 1.11 Governing Law		16
SECTION 1.12 Legal Holidays		16
SECTION 1.13 Conflict With Trust Indenture Act		17
ARTICLE II SECURITY FORMS		17
SECTION 2.1   Form Generally		17
SECTION 2.2   Form of Security		19
SECTION 2.3   Form of Certificate of Authentication		33
SECTION 2.4   Form of Conversion Notice		34
SECTION 2.5   Form of Assignment		35
ARTICLE III THE SECURITIES		37
SECTION 3.1   Title and Terms		37
SECTION 3.2   Denominations		37
SECTION 3.3   Execution, Authentication, Delivery and Dating		37
SECTION 3.4   Global Securities; Non-Global Securities; Book-entry Provisions		38
SECTION 3.5   Registration; Registration of Transfer and Exchange; Restrictions on Transfer		40
SECTION 3.6   Mutilated, Destroyed, Lost or Stolen Securities		42

TABLE OF CONTENTS
(continued)

	Page
SECTION 3.7   Payment of Interest; Interest Rights Preserved		43
SECTION 3.8   Persons Deemed Owners		44
SECTION 3.9   Cancellation		44
SECTION 3.10 Computation of Interest		44
SECTION 3.11 CUSIP Numbers		44
ARTICLE IV SATISFACTION AND DISCHARGE		45
SECTION 4.1   Satisfaction and Discharge of Indenture		45
SECTION 4.2   Application of Trust Money		46
ARTICLE V REMEDIES		46
SECTION 5.1   Events of Default		46
SECTION 5.2   Acceleration of Maturity; Rescission and Annulment		48
SECTION 5.3   Collection of Indebtedness and Suits for Enforcement by Trustee		49
SECTION 5.4   Trustee May File Proofs of Claim		50
SECTION 5.5   Trustee May Enforce Claims Without Possession of Securities		51
SECTION 5.6   Application of Money Collected		51
SECTION 5.7   Limitation on Suits		51
SECTION 5.8   Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert		52
SECTION 5.9   Restoration of Rights and Remedies		52
SECTION 5.10 Rights and Remedies Cumulative		52
SECTION 5.11 Delay or Omission Not Waiver		53
SECTION 5.12 Control by Holders of Securities		53
SECTION 5.13 Waiver of Past Defaults		53
SECTION 5.14 Undertaking for Costs		54
SECTION 5.15 Waiver of Stay, Usury or Extension Laws		54
ARTICLE VI THE TRUSTEE		54
SECTION 6.1   Certain Duties and Responsibilities		55
SECTION 6.2   Notice of Defaults		56

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TABLE OF CONTENTS
(continued)

	Page
SECTION 6.3   Certain Rights of Trustee		56
SECTION 6.4   Not Responsible for Recitals or Issuance of Securities		57
SECTION 6.5   May Hold Securities, Act as Trustee under Other Indentures		57
SECTION 6.6   Money Held in Trust		58
SECTION 6.7   Compensation and Reimbursement		58
SECTION 6.8   Corporate Trustee Required; Eligibility		59
SECTION 6.9   Resignation and Removal; Appointment of Successor		59
SECTION 6.10 Acceptance of Appointment by Successor		61
SECTION 6.11 Merger, Conversion, Consolidation or Succession to Business		61
SECTION 6.12 Authenticating Agents		61
SECTION 6.13 Disqualification; Conflicting Interests		63
SECTION 6.14 Preferential Collection of Claims Against Company		63
ARTICLE VII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		63
SECTION 7.1   Company May Consolidate, Etc. Only on Certain Terms		63
SECTION 7.2   Successor Substituted		64
ARTICLE VIII SUPPLEMENTAL INDENTURES		64
SECTION 8.1   Supplemental Indentures Without Consent of Holders of Securities		64
SECTION 8.2   Supplemental Indentures with Consent of Holders of Securities		65
SECTION 8.3   Execution of Supplemental Indentures		66
SECTION 8.4   Effect of Supplemental Indentures		66
SECTION 8.5   Reference in Securities to Supplemental Indentures		67
SECTION 8.6   Notice of Supplemental Indentures		67
ARTICLE IX MEETINGS OF HOLDERS OF SECURITIES		67
SECTION 9.1   Purposes for Which Meetings May Be Called		67
SECTION 9.2   Call, Notice and Place of Meetings		67
SECTION 9.3   Persons Entitled to Vote at Meetings		68
SECTION 9.4   Quorum; Action		68
SECTION 9.5   Determination of Voting Rights; Conduct and Adjournment of Meetings		69

-iii-

TABLE OF CONTENTS
(continued)

	Page
SECTION 9.6   Counting Votes and Recording Action of Meetings		70
ARTICLE X COVENANTS		70
SECTION 10.1 Payment of Principal, Premium and Interest		70
SECTION 10.2 Maintenance of Offices or Agencies		70
SECTION 10.3 Money for Security Payments to Be Held in Trust		71
SECTION 10.4 Existence		72
SECTION 10.5 Maintenance of Properties		72
SECTION 10.6 Payment of Taxes and Other Claims		73
SECTION 10.7 Registration and Listing		73
SECTION 10.8 Statement by Officers as to Default		73
SECTION 10.9 Waiver of Certain Covenants		74
ARTICLE XI REDEMPTION OF SECURITIES		74
SECTION 11.1 Right of Redemption		74
SECTION 11.2 Applicability of Article		74
SECTION 11.3 Election to Redeem; Notice to Trustee		74
SECTION 11.4 Selection by Trustee of Securities to Be Redeemed		75
SECTION 11.5 Notice of Redemption		75
SECTION 11.6 Deposit of Redemption Price		76
SECTION 11.7 Securities Payable on Redemption Date		77
SECTION 11.8 Conversion Arrangement on Call for Redemption		77
ARTICLE XII CONVERSION OF SECURITIES		78
SECTION 12.1 Conversion Privilege and Conversion Rate		78
SECTION 12.2 Exercise of Conversion Privilege		81
SECTION 12.3 Fractions of Shares		83
SECTION 12.4 Adjustment of Conversion Rate		83
SECTION 12.5 Additional Shares		89
SECTION 12.6 Notice of Adjustments of Conversion Rate		90

-iv-

TABLE OF CONTENTS
(continued)

	Page
SECTION 12.7   Notice of Certain Corporate Action		91
SECTION 12.8   Company to Reserve Common Stock		92
SECTION 12.9   Taxes on Conversions		92
SECTION 12.10 Covenant as to Common Stock		92
SECTION 12.11 Cancellation of Converted Securities		92
SECTION 12.12 Provision in Case of Consolidation, Merger or Sale of Assets		93
SECTION 12.13 Rights Issued in Respect of Common Stock		94
SECTION 12.14 Responsibility of Trustee for Conversion Provisions		94
ARTICLE XIII REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER		95
SECTION 13.1   Right to Require Repurchase upon a Change in Control		95
SECTION 13.2   Notices; Method of Exercising Repurchase Right, Etc.		96
SECTION 13.3   Certain Definitions		97
SECTION 13.4   Consolidation, Merger, Etc.		99
SECTION 13.5   Repurchase at the Option of the Holder on the Purchase Date		100
ARTICLE XIV HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE		102
SECTION 14.1   Company to Furnish Trustee Names and Addresses of Holders		102
SECTION 14.2   Preservation of Information		102
SECTION 14.3   Reports by Trustee		103
SECTION 14.4   Reports by Company		103
ARTICLE XV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		103
SECTION 15.1   Indenture and Securities Solely Corporate Obligations		103

-v-

CROSS-REFERENCE TABLE

TO TRUST INDENTURE ACT (“TIA”)

TIA	Indenture Section
310(a)(1) & (a)(2)	6.8
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	6.8; 6.9
(b)	6.8; 6.9; 6.10; 6.13
(c)	N.A.
311(a) & (b)	6.14
(c)	N.A.
312(a)	14.1; 14.2(1)
(b)	14.2(2)
(c)	14.2(3)
313(a), (b)(1) & (b)(2)	14.3
(c)	1.6; 14.3(1)
(d)	14.3(2)
314(a)	10.8; 14.4
(b)	N.A.
(c)(1) & (c)(2)	1.2
(c)(3)	N.A.
(d)	N.A.
(e)	1.2
(f)	N.A.
315(a)	6.1(1)
(b)	1.6; 6.2
(c)	6.1(2)
(d)	6.1(3)
(e)	5.14
316(a)(last sentence)	1.1 (Definition of "Outstanding ")
(a)(1)(A)	5.12
(a)(1)(B)	5.13
(a)(2)	N.A.
(b)	5.8
(c)	1.4
317(a)(1)	5.3
(a)(2)	5.4
(b)	10.3
318(a) & (c)	1.13

N.A. means Not Applicable

NOTE: This Cross-Reference Table shall not, for any purposes, be deemed to be a part of the Indenture.

          INDENTURE, dated as of February ___, 2005, between SOLECTRON CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 777 Gibraltar Drive, Milpitas, California 95035 (herein called the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as Trustee hereunder (herein called the “Trustee”).

RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of its 0.50% Convertible Senior Notes, Series B due February 15, 2034 (herein called the “Securities”) of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

          All things necessary to make the Securities, when the Securities are executed by the Company and authenticated and delivered hereunder, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done. Further, all things necessary to duly authorize the issuance of the Common Stock of the Company issuable upon the conversion of the Securities, and to duly reserve for issuance the number of shares of Common Stock initially issuable upon such conversion, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1 Definitions.

     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 accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, 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 accounting principles as are generally accepted at the date of such computation; and

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

          “Act”, when used with respect to any Holder of a Security, has the meaning specified in Section 1.4.

          “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.

          “Agent Member” means any member of, or participant in, the Depositary.

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

          “Applicable Conversion Rate” means the Conversion Rate in effect at the time the Conversion Value is calculated.

          “Applicable Conversion Reference Period” means: (i) for Securities tendered for conversion after the Company has specified a redemption date for those Securities, the five consecutive Trading Days beginning on the third Trading Day following the redemption date or (ii) in all other cases, the five consecutive Trading Days beginning on the third Trading Day following the date the Securities are tendered for conversion.

          “Applicable Stock Price” is equal to the average of the closing sale prices of the Company’s common stock during the Applicable Conversion Reference Period.

          “Authenticating Agent” means any Person authorized pursuant to Section 6.12 to act on behalf of the Trustee to authenticate Securities.

          “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

          “Board Resolution” means a resolution duly adopted by the Board of Directors, a copy of which, 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, shall have been delivered to the Trustee.

          “Business Day”, when used with respect to any Place of Payment, Place of Conversion or any other place, as the case may be, means each Monday, Tuesday, Wednesday, Thursday and

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Friday which is not a day on which banking institutions in such Place of Payment, Place of Conversion or other place, as the case may be, are authorized or obligated by law or executive order to close.

          “Change in Control” has the meaning specified in Section 13.4(2).

          “Closing Sale Price” means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the New York Stock Exchange or (ii) if the Common Stock is not listed on the New York Stock Exchange, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the New York Stock Exchange or listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

          “Code” has the meaning specified in Section 2.l.

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

          “Common Stock” means the Common Stock, par value $0.001 per share, of the Company authorized at the date of this instrument as originally executed or as such stock may be constituted from time to time (including upon a change in the par value of the securities). Subject to the provisions of Section 12.11, shares issuable on conversion or repurchase of Securities shall include only shares of Common Stock or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Securities shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class issued as a part of such reclassification or reclassifications bears to the total number of shares of all such classes issued as a part of such reclassification or reclassifications and further provided that Common Stock shall also include any associated rights under the Company’s certificate of incorporation, bylaws and stockholder rights plan, if any, to the extent provided herein.

          “common stock” includes any stock of any class of capital stock 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 issuer thereof, which has unrestricted voting rights and which is not subject to redemption by the issuer thereof.

          “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

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          “Company Notice” has the meaning specified in Section 13.2.

          “Company Request” or “Company Order” means a written request or order (i) signed in the name of the Company by (A) one of its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President, an Executive Vice President or a Vice President, and by (B) one of its principal financial officer, Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, provided, however, that with respect to any Company Order delivered on the date hereof, such Company Order need only contain the signature of one of the persons referenced in (A) above, and (ii) delivered to the Trustee.

          “Constituent Person” has the meaning specified in Section 12.11.

          “Conversion Agent” means any Person authorized by the Company to convert Securities in accordance with Article XII. The Company has initially appointed the Trustee as its Conversion Agent pursuant to Section 10.2 hereof.

          “Conversion Date” means the date on which a Holder delivers its Securities and a duly signed and completed conversion notice pursuant to this Indenture.

          “Conversion Price” has the meaning specified in Section 13.4(3).

          “Conversion Rate” has the meaning specified in Section 12.1(c).

          “Conversion Value” has the meaning specified in Section 12.1(b).

          “Corporate Trust Office” means the office of the Trustee at which at any particular time the trust created by this Indenture shall be principally administered (which at the date of this Indenture is located at 60 Livingston Avenue, St. Paul, MN 55107-2292, Attention: Corporate Trust Services (Solectron Corporation, 0.50% Convertible Senior Notes, Series B due February 15, 2034)).

          “Current Market Price” shall have the meaning specified in Section 12.4(3).

          “Daily Cash Amount” means, for each Security on each Trading Day in the Applicable Conversion Reference Period, the greater of: (i) zero or (ii) an amount of cash determined by the following formula:

(Closing Sale Price on that Trading Day X Applicable Conversion Rate) — $1,000

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          “Daily Share Amount” means, for each Security on each Trading Day in the Applicable Conversion Reference Period, the greater of: (i) zero or (ii) a number of shares of the Company’s common stock determined by the following formula:

4

(Closing Sale Price on that Trading Day C Applicable Conversion Rate) — $1,000

5 X Closing Sale Price on such Trading Day

          “Defaulted Interest” has the meaning specified in Section 3.7.

          “Depositary” means, with respect to any Securities (including any Global Securities), a clearing agency that is registered as such under the Exchange Act and is designated by the Company to act as Depositary for such Securities (or any successor securities clearing agency so registered).

          “Distribution Notice” has the meaning specified in Section 12.1(a).

          “Documents” has the meaning specified in Section 6.3(1).

          “Dollar” or “U.S. $” 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.

          “DTC” means The Depository Trust Company, a New York corporation.

          “Effective Failure” has the meaning specified in Section 2.2.

          “Effectiveness Period” has the meaning specified in Section 2.2.

          “Event of Default” has the meaning specified in Section 5.1.

          “Exchange Act” means the United States Securities Exchange Act of 1934 (or any successor statute), as amended from time to time.

          “Expiration Date” has the meaning specified in Section 12.4(1)(v).

          “Expiration Time” has the meaning specified in Section 12.4(1)(v).

          “Fall-Away Event” shall be any date following the date of the Indenture in which (a) the Securities are rated Baa3 or above by Moody’s Investor Services, Inc. and BBB- or above by Standard & Poor’s Ratings Group (or, if either such entity ceases to rate the Securities for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency); and (b) no Event of Default shall have occurred and be continuing.

          “Global Security” means a Security that is registered in the Security Register in the name of a Depositary or a nominee thereof.

          “Holder” means the Person in whose name the Security is registered in the Security Register.

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          “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions 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, respectively.

          “Interest Payment Date” means the Stated Maturity of an installment of interest on the Securities.

          “Instrument” has the meaning specified in Section 5.1.

          “Issue Date” means February ___, 2005.

          “Maturity”, when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, exercise of the purchase or repurchase right set forth in Article XIII or otherwise.

          “Measurement Period” has the meaning specified in Section 12.4(1)(iv).

          “Merger Notice” has the meaning specified in Section 12.1.

          “Net Cash Amount” means a cash amount equal to the sum of the Daily Cash Amounts for each Trading Day during the Applicable Conversion Reference Period.

          “Net Share Amount” means the number of shares of the Company’s Common Stock equal to the sum of the Daily Share Amounts for each Trading Day during the Applicable Conversion Reference Period.

          “Net Shares” has the meaning specified in Section 12.2

          “Non-electing Share” has the meaning specified in Section 12.11.

          “Non-Global Security” means any Security issued under the conditions set forth in Section 3.4.

          “Notice of Default” has the meaning specified in Section 5.1.

          “Notice of Optional Repurchase” has the meaning specified in Section 13.6(b).

          “Notice of Withdrawal” has the meaning specified in Section 13.6(c).

          “Officers’ Certificate” means a certificate (i) signed by (A) one of the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President, an Executive Vice President, a Senior Vice President or a Vice President and by (B) one of the principal financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the

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Company, and (ii) delivered to the Trustee. One of the Officers signing any Officers’ Certificate required to be given pursuant to Section 10.8 shall be the principal executive, financial or accounting officer of the Company.

          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company and who shall be acceptable to the Trustee in its reasonable discretion.

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

(i)	Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;
(ii)	Securities the payment or redemption of which 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 therefor satisfactory to the Trustee has been made;
(iii)	Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and
(iv)	Securities converted into Common Stock pursuant to Article XII;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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 determination as to the presence of a quorum or upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee has been notified in writing 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 is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor, and the Trustee shall be protected in relying upon an Officer’s Certificate to such effect.

          “Paying Agent” means any Person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company and, except as otherwise specifically set forth

7

herein, such term shall include the Company if it shall act as its own Paying Agent. The Company has initially appointed the Trustee as its Paying Agent pursuant to Section 10.2 hereof.

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

          “Place of Conversion” has the meaning specified in Section 3.1.

          “Place of Payment” has the meaning specified in Section 3.1.

          “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 3.6 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.

          “Press Release” means any press release issued by the Company and disseminated through any two of the following News Services: Reuters Business News Services, Bloomberg News Services and Dow Jones & Company Inc. (or any comparable news service if one or more of the foregoing are not then available).

          “Principal Return” has the meaning specified in Section 12.2.

          “Purchase Date” has the meaning specified in Section 13.6(a).

          “Purchase Notice” has the meaning specified in Section 13.6(a).

          “Purchase Price” has the meaning specified in Section 13.6(a).

          “Purchased Shares” has the meaning specified in Section 12.4(1)(v).

          “Purchasers” has the meaning specified in Section 11.8.

          “Record Date” means any Regular Record Date or Special Record Date.

          “Record Date Period” means the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date.

          “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

          “Redemption Price”, when used with respect to any Security to be redeemed, means the price set forth in Section 2.2.

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          “Registration Default” has the meaning specified in Section 2.2.

          “Regular Record Date” for interest payable in respect of any Security on any Interest Payment Date means the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

          “Repurchase Date” has the meaning specified in Section 13.1.

          “Repurchase Price” has the meaning specified in Section 13.1.

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

          “Rights” means any common stock or preferred stock purchase right, as the case may be, that all shares of Common Stock are entitled to receive under a Rights Plan.

          “Rights Plan” shall mean a preferred shares rights plan or any similar plan adopted by the Company.

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

          “Securities” has the meaning ascribed to it in the first paragraph under the caption “Recitals of the Company”.

          “Securities Act” means the United States Securities Act of 1933 (or any successor statute), as amended from time to time.

          “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.5(1)

          “Shelf Registration Statement” has the meaning specified in Section 2.2.

          “Significant Subsidiary” means, at any date of determination, any Subsidiary of the Company that (i) for the most recent completed fiscal year of the Company, accounted for more than 10% of the consolidated revenues of the Company or (ii) as of the end of such fiscal year, was the owner of more than 10% of the consolidated assets of the Company, all as set forth on the most recently available consolidated financial statements of the Company for such fiscal year.

          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Company pursuant to Section 3.7.

          “Spin-off” has the meaning specified in Section 12.4(1)(iv).

9

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

          “Subsidiary” means a corporation, partnership, limited liability corporation or any similar legal entity, more than 50% of the outstanding voting stock or voting interests of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock or other similar interests in the corporation, partnership, limited liability corporation or other entity which ordinarily has or have voting power for the election of directors, or persons performing similar functions, whether at all times or only so long as no senior class of stock or other interests has or have such voting power by reason of any contingency.

          “Subsidiary Closing Price” means, with respect to the securities of a Subsidiary distributed in a Spin-off, for any day, (i) the last reported sale price regular way on the New York Stock Exchange or, (ii) if such security is not listed on the New York Stock Exchange, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which such security is listed or admitted to trading, or (iii) if such security is not listed on the New York Stock Exchange or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

          “Successor Security” of any particular Security means every Security issued after, and 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 3.6 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.

          “Surrender Certificate” means a certificate substantially in the form set forth in Annex B.

          “Surrendered Securities” has the meaning given to such term in Annex B.

          “Trading Day” means (i) if the Common Stock is quoted on the Nasdaq National Market or any other system of automated dissemination of quotations of securities prices, days on which trades may be effected through such system, (ii) if the Common Stock is listed or admitted for trading on any national or regional securities exchange, days on which such national or regional securities exchange is open for business, or (iii) if the Common Stock is not listed on a national or regional securities exchange or quoted on the Nasdaq National Market or any other system of automated dissemination of quotation of securities prices, days on which the Common Stock is traded regular way in the over-the-counter market and for which a closing bid and a closing asked price for the Common Stock are available.

          “Trading Price” has the meaning specified in Section 12.1(b).

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          “Trigger Event” has the meaning specified in Section 12.12.

          “Trust Indenture Act” means the Trust Indenture Act of 1939, and the rules and regulations thereunder, as in force at the date as of which this instrument was executed; 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, and the rules and regulations thereunder, as so amended.

          “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

          “United States” means the United States of America (including the 50 States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (its “possessions” including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands).

          “Unrestricted Securities Certificate” means a certificate substantially in the form set forth in Annex A.

SECTION 1.2 Compliance Certificates and Opinions.

          Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that there has been compliance with all conditions precedent, if any, provided for in this Indenture relating to the proposed action and an Opinion of Counsel stating that in the opinion of such counsel there has been compliance with all such conditions precedent, if any, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 10.8) shall include:

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

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

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

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

SECTION 1.3 Form of Documents Delivered to the 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 any such Person may certify or give an opinion as to such matters in one or several documents.

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

SECTION 1.4 Acts of Holders of Securities.

          (1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders of Securities may be embodied in and evidenced by (A) one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed in writing by such Holders or (B) the record of Holders of Securities voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities duly called and held in accordance with the provisions of Article IX. Such action shall become effective when such instrument or instruments or record is delivered to the Trustee and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instruments and records delivered to the Trustee. Such instrument or instruments and records (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of Securities signing such instrument or instruments and so voting at such meeting. Proof of execution of any such

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instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 9.6.

          (2) 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 the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

          (3) The principal amount and serial number of any Security held by any Person, and the date of his holding the same, shall be proved by the Security Register.

          (4) The fact and date of execution of any such instrument or writing and the authority of the Person executing the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section 1.4.

          (5) The Company may set any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted by this Indenture to be given or taken by Holders. Promptly and in any case not later than 10 days after setting a record date, the Company shall notify the Trustee and the Holders of such record date. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 14.1) prior to such first solicitation or vote, as the case may be. With regard to any record date, the Holders on such date (or their duly appointed agents or proxies), and only such Persons, shall be entitled to give or take, or vote on, the relevant action, whether or not such Holders remain Holders after such record date. Notwithstanding the foregoing, the Company shall not set a record date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction referred to in the next paragraph.

          Upon receipt by the Trustee from any Holder of (i) any notice of default or breach referred to in Section 5.1(6), if such default or breach has occurred and is continuing and the Trustee shall not have given such a notice to the Company, (ii) any declaration of acceleration referred to in Section 5.2, if an Event of Default has occurred and is continuing and the Trustee shall not have given such a declaration to the Company, or (iii) any direction referred to in Section 5.12, if the Trustee shall not have taken the action specified in such direction, then, with respect to clauses (ii) and (iii), a record date shall automatically and without any action by the Company or the Trustee be set for determining the Holders entitled to join in such declaration or direction, which record date shall be the close of business on the tenth day (or, if such day is not a Business Day, the first Business Day thereafter) following the day on which the Trustee receives such declaration or

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direction, and, with respect to clause (i), the Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in such notice of default. Promptly after such receipt by the Trustee of any such declaration or direction referred to in clause (ii) or (iii), and promptly after setting any record date with respect to clause (i), and as soon as practicable thereafter, the Trustee shall notify the Company and the Holders of any such record date so fixed. The Holders on such record date (or their duly appointed agents or proxies), and only such Persons, shall be entitled to join in such notice, declaration or direction, whether or not such Holders remain Holders after such record date; provided that, unless such notice, declaration or direction shall have become effective by virtue of Holders of the requisite principal amount of Securities on such record date (or their duly appointed agents or proxies) having joined therein on or prior to the 90th day after such record date, such notice, declaration or direction shall automatically and without any action by any Person be canceled and of no further effect. Nothing in this paragraph shall be construed to prevent a Holder (or a duly appointed agent or proxy thereof) from giving, before or after the expiration of such 90-day period, a notice, declaration or direction contrary to or different from, or, after the expiration of such period, identical to, the notice, declaration or direction to which such record date relates, in which event a new record date in respect thereof shall be set pursuant to this paragraph. In addition, nothing in this paragraph shall be construed to render ineffective any notice, declaration or direction of the type referred to in this paragraph given at any time to the Trustee and the Company by Holders (or their duly appointed agents or proxies) of the requisite principal amount of Securities on the date such notice, declaration or direction is so given.

          (6) Except as provided in Sections 5.12 and 5.13, any request, demand, authorization, direction, notice, consent, election, 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.

          (7) The provisions of this Section 1.4 are subject to the provisions of Section 9.5.

SECTION 1.5 Notices, Etc. to the Trustee and Company.

          Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of Holders of Securities 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 of Securities or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with a Responsible Officer of the Trustee and received at its Corporate Trust Office.

          (2) the Company by the Trustee or by any Holder of Securities shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing, mailed, first-class postage prepaid, or telecopied and confirmed by mail, first-class postage prepaid, or delivered by

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hand or overnight courier, addressed to the Company at 777 Gibraltar Drive, Milpitas, California 95035 Attention: General Counsel, or at any other address previously furnished in writing to the Trustee by the Company.

SECTION 1.6 Notice to Holders of Securities; Waiver.

          Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Securities of any event, such notice shall be sufficiently given to Holders if in writing and mailed, first-class postage prepaid or delivered by an overnight delivery service, to each Holder of a Security affected by such event, at the address of such Holder as it appears in the Security Register, not earlier than the earliest date and not later than the latest date prescribed for the giving of such notice.

          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. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Securities as shall be made with the approval of the Trustee, which approval shall not be unreasonably withheld, shall constitute a sufficient notification to such Holders for every purpose hereunder.

          Such notice shall be deemed to have been given when such notice is mailed.

          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 of Securities 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.

SECTION 1.7 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 1.8 Successors and Assigns.

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

SECTION 1.9 Separability Clause

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          In case any provision in this Indenture or 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 1.10 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, any Paying Agent, Conversion Agent and the Holders of Securities, any benefit or legal or equitable right, remedy or claim under this Indenture.

SECTION 1.11 Governing Law.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULE 327(B).

SECTION 1.12 Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date, Repurchase Date, Purchase Date or Stated Maturity of any Security or the last day on which a Holder of a Security has a right to convert his Security shall not be a Business Day at a Place of Payment or Place of Conversion, as the case may be, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal of, premium, if any, or interest on, or the payment of the Redemption Price, Purchase Price or Repurchase Price (whether the same is payable in cash or in shares of Common Stock, as the case may be) with respect to, or delivery for conversion of, such Security need not be made at such Place of Payment or Place of Conversion, as the case may be, on or by such day, but may be made on or by the next succeeding Business Day at such Place of Payment or Place of Conversion, as the case may be, with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repurchase Date, Purchase Date or at the Stated Maturity or by such last day for conversion; provided, however, that in the case that payment is made on such succeeding Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repurchase Date, Purchase Date, Stated Maturity or last day for conversion, as the case may be.

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SECTION 1.13 Conflict With Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that 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. Until such time as this Indenture shall be qualified under the Trust Indenture Act, this Indenture, the Company and the Trustee shall be deemed for all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent as would be the case if this Indenture were so qualified on the date hereof.

ARTICLE II

SECURITY FORMS

SECTION 2.1 Form Generally.

          The Securities shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”), or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities shall be in fully registered form.

          The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.3.

          Conversion notices shall be in substantially the form set forth in Section 2.4.

          Repurchase notices shall be substantially in the form set forth in Section 2.2.

          The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved borders if so required by any securities exchange upon which the Securities may be listed) on which the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their execution thereof.

          Upon their original issuance, Securities issued as contemplated by the Registration Statement on Form S-4 (Registration No. 333-122032) shall be issued in the form of one or more Global

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Securities in definitive, fully registered form without interest coupons. Such Global Security shall be registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Security, together with its Successor Securities that are Global Securities, are collectively herein called the “Global Security”.

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SECTION 2.2 Form of Security.

[FORM OF FACE]

          [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

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THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

THE COMPANY AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN THIS SECURITY EACH HOLDER AND ANY BENEFICIAL OWNER OF THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES TO TREAT THE EXCHANGE FOR THE SECURITY OF THE 0.50% CONVERTIBLE SENIOR NOTE DUE 2034 ISSUED BY THE COMPANY ON ________ (“OUTSTANDING NOTE”) AS NOT CONSTITUTING A “SIGNIFICANT MODIFICATION” OF THE SECURITY WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.1001-3(e).]

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SOLECTRON CORPORATION

0.50% CONVERTIBLE SENIOR NOTES, SERIES B DUE FEBRUARY 15, 2034

No.                                          $                                        

CUSIP NO. _____________

          SOLECTRON CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___United States Dollars (U.S.$___) [if this Security is a Global Security, then insert — (which principal amount may from time to time be increased or decreased to such other principal amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed $450,000,000 by adjustments made on the records of the Trustee hereinafter referred to in accordance with the Indenture)) on February 15, 2034, and to pay interest thereon, from February 15, 2005, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on February 15 and August 15 in each year (each, an “Interest Payment Date”), commencing August 15, 2005, at the rate of 0.50% per annum, until the principal hereof is due, and at the rate of 0.50% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest.

          The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the 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 February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, 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 Company, notice whereof shall be given to Holders of Securities not less than 10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

          Payments of principal shall be made upon the surrender of this Security at the option of the Holder at the Corporate Trust Office of the Trustee, or at such other office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New York, in such lawful monies of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, or at such other offices or agencies as the Company may designate, by United States Dollar check drawn on, or wire transfer to, a United States Dollar account (such a wire transfer to be made only to a Holder of an aggregate principal

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amount of Securities in excess of U.S. $2,000,000 and only if such Holder shall have furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date).

          Payment of interest on this Security may be made by United States Dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or, upon written application by the Holder to the Security Registrar setting forth wire instructions not later than the relevant Record Date, by transfer to a United States Dollar account (such a wire transfer to be made only to a Holder of an aggregate principal amount of Securities in excess of U.S. $2,000,000 and only if such Holder shall have furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date).

          Except as specifically provided herein and in the Indenture, the Company shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein.

          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 or an Authenticating Agent by the manual signature of one of their respective authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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

SOLECTRON CORPORATION

By:

Name:

Title:

Attest:

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:
	Authorized Signatory

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[FORM OF REVERSE]

          This Security is one of a duly authorized issue of securities of the Company designated as its “0.50% Convertible Senior Notes, Series B due February 15, 2034” (herein called the “Securities”), limited in aggregate principal amount to U.S. $450,000,000, issued and to be issued under an Indenture, dated as of February ___, 2005 (herein called the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of any authorized denominations as requested by the Holder surrendering the same upon surrender of the Security or Securities to be exchanged, at the Corporate Trust Office of the Trustee. The Trustee upon such surrender by the Holder will issue the new Securities in the requested denominations.

          In any case where the due date for the payment of the principal of, premium, if any, and interest, on any Security or the last day on which a Holder of a Security has a right to convert his Security shall be, at any Place of Payment or Place of Conversion as the case may be, a day on which banking institutions at such Place of Payment or Place of Conversion are authorized or obligated by law or executive order to close, then payment of principal, premium, if any, and interest, or delivery for conversion of such Security need not be made on or by such date at such place but may be made on or by the next succeeding day at such place which is not a day on which banking institutions are authorized or obligated by law or executive order to close, with the same force and effect as if made on the date for such payment or by such last day for conversion, and no interest shall accrue on the amount so payable for the period after such date.

          No sinking fund is provided for the Securities.

          Subject to and in compliance with the Indenture, the Securities are subject to purchase at the option of the Holder on each February 15, of each of 2011, 2014, 2019, 2024 and 2029, in whole or in part, at 100% of the principal amount of such Securities to be repurchased, together with accrued and unpaid interest, if any, to, but excluding, the Purchase Date; provided, however, that installments of interest, if any, on Securities whose Stated Maturity is on or prior to such Purchase 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.

          Subject to and in compliance with the Indenture, the Securities will be redeemable at the option of the Company at any time on or after February 20, 2011, in whole or in part, upon not less than 30 nor more than 60 days’ notice to the Holders prior to the Redemption Date at a Redemption Price payable in cash equal to 100% of the principal amount (the “Redemption Price”) together, in each case, with accrued and unpaid interest, if any, to, but excluding, the Redemption Date; provided, however, that installments of interest, if any, on Securities whose Stated Maturity is on or

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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.

          In the event of a redemption of the Securities, the Company will not be required (a) to register the transfer or exchange of Securities for a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities called for such redemption or (b) to register the transfer or exchange of any Security, or portion thereof, called for redemption.

          Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled, at its option, to convert any Security that is an integral multiple of $1,000 principal amount into cash and, at the Company’s option, fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to the adjustments described below, as follows:

          (1) if, on or prior to February 15, 2029, the Closing Sale Price of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the eleventh Trading Day of any fiscal quarter is more than 120% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security until and including the eleventh Trading Day of the immediately following fiscal quarter;

          (2) if, on any date after February 15, 2029, and prior to the Stated Maturity, the Closing Sale Price of the Common Stock is more than 120% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security at all times thereafter;

          (3) if the Company elects to call the Securities for redemption on or after February 20, 2011 then the Holder thereof will be entitled to convert such Security (or the portion of the Security called for redemption, if less than all) until the close of business on the Business Day prior to the Redemption Date.

          (4) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants (other than with respect to a Rights Plan) entitling them to purchase Common Stock at less than the Closing Sale Price of the Common Stock on the last Trading Day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below;

          (5) if the Company distributes to all or substantially all holders of Common Stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Board of Directors exceeding 5% of the Closing Sale Price of the Common Stock on the last Trading Day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below; or

          (6) if the Company becomes a party to a consolidation, merger or sale of all or substantially all of the Company’s assets where such consolidation, merger or sale of all or substantially all of the

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Company’s assets constitutes a Change in Control or such an event occurs that would have been a Change in Control but for the occurrence of one or more of the exceptions (I) and (II) to the definition of Change in Control contained in the proviso immediately following Section 13.4(2)(iii) of the Indenture, then the Holder thereof will be entitled to convert such Security in the period described below.

          In the case of a distribution contemplated in clauses (4) and (5) above, the Company will notify Holders at least 20 days prior to the ex-dividend date for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. If in the future the Company adopts a new Rights Plan, Holders will not have any conversion right pursuant to clause (4) above or otherwise, solely as a result of the issuance of Rights pursuant to a Rights Plan. Notwithstanding the foregoing, in the event of a distribution contemplated in clauses (4) and (5) above, Holders may not convert the Securities if the Holders may participate in such distribution without converting their Securities. In the event of a consolidation, merger or sale of all or substantially all of the Company’s assets as contemplated in clause (6) above, the Company will notify Holders at least 20 days prior to the anticipated closing date of such transaction (the “Merger Notice”). Once the Company has given the Merger Notice, the Holders may, in the event of such consolidation, merger or sale of all or substantially all of the Company’s assets, as contemplated in clause (6) above, surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the date which is 15 days after the actual effective date of such transaction.

          Furthermore, subject to the provisions of the Indenture, the Holder of a Security is entitled, at its option, to convert the principal amount of this Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) for the five Business Day period after any five consecutive Trading Day period in which the average of the Trading Prices for the Securities for such five Trading Day period was less than 95% of the average Conversion Value for the Securities during such period; provided, however, if on the Conversion Date, the Closing Sale Price of shares of Common Stock is greater than the then current Conversion Price of the Securities and less than or equal to 120% of the then current Conversion Price of the Securities, a Holder surrenders its Securities for conversion and the Securities are not otherwise convertible, then such Holder will receive, at the Company’s option, cash with a value equal to the principal amount of such Holder’s Securities on such Conversion Date. The Trustee will determine the average Trading Prices after being requested by the Company to do so as more fully described in the Indenture.

          A Holder may convert this Security, subject to the terms and conditions provided above and in the Indenture, at any time on or before the close of business on the date of Maturity (or in case the Holder hereof has exercised his right to require the Company to purchase or repurchase this Security or the Company has called this Security for redemption or such portion hereof, until the Business Day immediately preceding, but (unless the Company defaults in making the payment due upon redemption, purchase or repurchase, as the case may be) not after, the close of business on the Business Day immediately preceding the Redemption Date, Purchase Date or Repurchase Date as

26

the case may be) to convert this Security (or any portion of the principal amount hereof that is an integral multiple of U.S. $1,000 into cash and, at the Company’s option, fully paid and nonassessable shares of Common Stock, at an initial Conversion Rate of 103.4468 shares of Common Stock for each U.S. $1,000 principal amount of Securities (or at the then current adjusted Conversion Rate if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank.

          In order to convert this Security, the Holder shall deliver the conversion notice hereon duly executed and completed, to the Company at the Corporate Trust Office of the Trustee, or at such other office or agency of the Company, subject to any laws or regulations applicable thereto and subject to the right of the Company to terminate the appointment of any Conversion Agent (as defined below) as may be designated by it for such purpose in the Borough of Manhattan, The City of New York, or at such other offices or agencies as the Company may designate (each a “Conversion Agent”).

          In case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, the conversion notice shall be accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Notwithstanding the foregoing, if this Security or portion hereof has been called for redemption on a Redemption Date, is repurchasable on a Repurchase Date or purchasable on a Purchase Date occurring, in any such case, during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such succeeding Interest Payment Date, and as a result, the right to convert this Security would otherwise terminate in such period if not exercised, or if the Company is in arrears on any previously due interest payment as of the Conversion Date, and this Security is surrendered for conversion during such period, then the Holder of this Security on such Regular Record Date will be entitled to receive the amount of interest accruing hereon from the Interest Payment Date next preceding the date of such conversion to such succeeding Interest Payment Date and the Holder of this Security who converts this Security or a portion hereof during such period shall not be required to pay such amount upon surrender of this Security for conversion.

          Subject to the provisions of the immediately preceding paragraph and, in the case of a conversion after the close of business on the Regular Record Date next preceding any Interest Payment Date and on or before the close of business on such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security of record as of such Regular Record Date) to receive the related installment of interest to the extent and under the circumstances provided in the Indenture, no cash payment or adjustment is to be made on conversion for interest, if any, accrued hereon from the Interest Payment Date next preceding the date of conversion, or for dividends on the Common Stock issued on conversion hereof. The Company shall thereafter deliver to the Holder, in respect of each $1000 principal amount of Securities: (i) cash, in an amount equal to the lessor of (A) the principal amount of each Security to be converted and (B) the Conversion Value and (ii) if the Conversion Value is greater than the principal amount of each new note, at the Company’s

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election, a number of shares of Common Stock equal to the sum of the Daily Share Amounts, calculated as described in the Indenture, or a cash amount equal to the sum of the Daily Cash Amounts, calculated as described in the Indenture.

          The Conversion Rate 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 conveyance, transfer, sale or lease of all or substantially all of the property and 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 such consolidation, merger, conveyance, transfer, sale or lease by a holder of the number of shares of Common Stock of the Company into which this Security could have been converted immediately prior to such consolidation, merger, conveyance, transfer, sale or lease (assuming such holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person, 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).

          No adjustment in the Conversion Rate will be made until such adjustment would require an increase or decrease of at least one percent of such rate, provided that, any adjustment that would otherwise be made will be carried forward and taken into account in the computation of any subsequent adjustment.

          If a Change in Control occurs, the Holder of this Security, at the Holder’s option, shall have the right, in accordance with the provisions of the Indenture, to require the Company to repurchase this Security (or any portion of the principal amount hereof that is at least U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the portion of the principal amount of this Security to be Outstanding after such repurchase is at least equal to U.S. $1,000) for cash at a Repurchase Price equal to 100% of the principal amount thereof plus accrued interest, if any, to but excluding the Repurchase Date.

          If a Change in Control occurs prior to February 15, 2011, the Company will increase the conversion rate for the notes surrendered for conversion by a number of additional shares, subject to certain exceptions, provided, however, that no increase will be made in the case of a change in control if at least 90% of the consideration paid for the Company’s common stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such change in control transaction consists of shares of capital stock traded on the New York Stock Exchange or another U.S. national securities exchange or quoted on the Nasdaq Stock Market or a successor automated over-the-counter trading market in the United States (or that will be so traded or quoted immediately following the transaction).

          The number of additional shares will be determined based on the effective date of the change in control and the price paid per share of the Company’s common stock in such change in control transaction.

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          Whenever in this Security there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Security shall not be construed as excluding the Repurchase Price so payable in those provisions of this Security when such express mention is not made.

          [The following paragraph shall appear in each Global Security:

          In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, redemption, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the Applicable Procedures.]

          [The following paragraph shall appear in each Security that is not a Global Security:

          In the event of redemption, repurchase or conversion of this Security in part only, a new Security or Securities for the unredeemed, unrepurchased or unconverted portion hereof will be issued in the name of the Holder hereof.]

          If an Event of Default shall occur and be continuing, the principal of all the Securities, together with interest to the date of declaration, may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal so declared due and payable, together with interest to the date of declaration, and (ii) interest on any overdue principal and, to the extent permitted by applicable law, on overdue interest, all of the Company’s obligations in respect of the payment of the principal of and interest on the Securities 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 under the Indenture at any time by the Company and the Trustee with either (a) the written consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding, or (b) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66?% in aggregate principal amount of the Outstanding Securities represented and entitled to vote at such meeting. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 in exchange therefore or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such other Security. Certain modifications or amendments to the Indenture require the consent of the Holders of each Outstanding Security affected.

          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

29

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, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of the Securities 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 Security for the enforcement of any payment of principal hereof, premium if any, or interest, hereon on or after the respective due dates expressed herein or for the enforcement of the right to convert this Security as provided in the Indenture.

          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, premium, if any, and interest, on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.

          As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register upon surrender of this Security for registration of transfer at the Corporate Trust Office of the Trustee or at such other office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New York (which shall initially be an office or agency of the Trustee), or at such other offices or agencies as the Company may designate, 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 thereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees by the Registrar. 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 recover any tax or other governmental charge payable in connection therewith.

          Prior to due presentation 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 such Security is registered, as the owner thereof for all purposes, whether or not such Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

          No recourse for the payment of the principal, premium, if any or interest, on this Security and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of consideration for the issue hereof, expressly waived and released.

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          THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULE 327(B).

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

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ABBREVIATIONS

          The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	as tenant in common	UNIF GIFT MIN ACT	___Custodian ___
TEN ENT	as tenants by the entireties (Cust)		(Cust) (Minor)
JT TEN	as joint tenants with right of		under Uniform Gifts to
	survivorship and not as tenants in		Minors Act ___
	common
			(State)

Additional abbreviations may also be used though not in the above list.

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ELECTION OF HOLDER TO REQUIRE REPURCHASE

          (1) Pursuant to Section 13.1 of the Indenture, the undersigned hereby elects to have this Security repurchased by the Company.

          (2) The undersigned hereby directs the Trustee or the Company to pay it or ___an amount in cash or, at the Company’s election, Common Stock valued as set forth in the Indenture, equal to 100% of the principal amount to be repurchased (as set forth below), plus accrued and unpaid interest to, but excluding, the Repurchase Date, as provided in the Indenture.

Dated:

Signature(s)

Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

Signature Guaranteed

Principal amount to be repurchased (at least
U.S. $1,000 or an integral multiple of U.S. $1,000
in excess thereof): ___

Remaining principal amount following such
repurchase (not less than U.S. $1,000):                                        

NOTICE: The signature to the foregoing election must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

SECTION 2.3 Form of Certificate of Authentication.

          The Trustee’s certificate of authentication shall be in substantially the following form:

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

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Dated:                                        

as Trustee
By:
	Authorized Signatory

SECTION 2.4 Form of Conversion Notice.

          A Holder’s conversion notice shall be substantially in the following form:

CONVERSION NOTICE

          The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into cash and, at our option, shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that a check in payment for the shares, “principal return” as defined in the Indenture, the “net shares,” and any Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Securities are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Any amount required to be paid by the undersigned on account of interest accompanies this Security.

Dated:
	Signature(s)

If shares or Securities are to be registered in the name of a Person other than the Holder, please print such Person’s name and address:

(Name)

(Address)

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Social Security or other Identification
Number, if any

Signature Guaranteed

If only a portion of the Securities is to be converted, please indicate:

1.	Principal amount to be converted: U.S. $ ___
2.	Principal amount and denomination of Securities
	representing unconverted principal amount to be issued:
	Amount: U.S. $                                              Denominations: U.S. $

(U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof)

SECTION 2.5 Form of Assignment.

          A Holder’s assignment notice shall be substantially in the following form:

ASSIGNMENT

          For value received ___hereby sell(s), assign(s) and transfer(s) unto ___(Please insert social security or other identifying number of assignee) the within Security, and hereby irrevocably constitutes and appoints ___as attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises.

Dated: __________________________

Signature(s)

Signature(s) must be guaranteed by an Eligible

Guarantor Institution with membership in an

approved signature guarantee program pursuant

to Rule 17Ad — 15 under the Securities

Exchange Act of 1934, as amended.

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Signature Guaranteed

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ARTICLE III

THE SECURITIES

SECTION 3.1 Title and Terms.

          The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $450,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.6 in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture.

          The Securities shall be known and designated as the “0.50% Convertible Senior Notes, Series B due February 15, 2034” of the Company. Their Stated Maturity shall be February 15, 2034 and they shall bear interest on their principal amount from February 15, 2005, payable semi-annually in arrears on February 15 and August 15 in each year, commencing August 15, 2005, at the rate of 0.50% per annum until the principal thereof is due and at the rate of 0.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on a Business Day as provided in Section 1.12.

          The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.2 (any city in which any Paying Agent is located being herein called a “Place of Payment”).

          The Securities are redeemable at the option of the Company at any time on or after February 20, 2011, in whole or in part, subject to the conditions and as otherwise provided in Article XI and in the form of Security set forth in Section 2.2.

          The Securities shall be convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a “Place of Conversion”).

          The Securities shall be subject to repurchase by the Company at the option of the Holders on each February 15, of each of 2011, 2014, 2019, 2024 and 2029, as provided in Article XIII.

SECTION 3.2 Denominations.

          The Securities shall be issuable only in registered form, without coupons, in denominations of U.S. $1,000 and integral multiples of U.S. $1,000 in excess thereof.

SECTION 3.3 Execution, Authentication, Delivery and Dating

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          The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents, and attested by its Chief Financial Officer, Secretary or one of its Assistant Secretaries. Any such signature may be manual or facsimile.

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

          At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee or to its order 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 make available for delivery such Securities as in this Indenture provided.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature 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.

SECTION 3.4 Global Securities; Non-Global Securities; Book-entry Provisions.

          (1) Global Securities.

               (i) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company 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.

               (ii) Except for exchanges of Global Securities for definitive, Non-global Securities at the sole discretion of the Company, 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, unable or no longer qualified to continue as Depositary for such

38

Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so, (B) the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Securities in certificated form, or (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security. In such event, if a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of an Officers’ Certificate directing the authentication and delivery of Securities, will authenticate and deliver, Securities, in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Security in exchange for such Global Security.

               (iii) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article III, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 3.5(3) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures.

               (iv) 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 Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered 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, in which case such Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons.

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               (v) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Global Security will not be considered the owners or holders thereof.

          (2) Non-global Securities. Securities issued upon the events described in Section 3.4(l)(ii) shall be in definitive, fully registered form, without interest coupons.

SECTION 3.5 Registration; Registration of Transfer and Exchange; Restrictions on Transfer.

          (1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office 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 and exchanges of Securities as herein provided.

          Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 10.2 for such purpose, 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 denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

          At the option of the Holder, and subject to the other provisions of this Section 3.5, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, and subject to the other provisions of this Section 3.5, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

          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.

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          No service charge shall be made to a Holder for any registration of transfer or exchange of Securities except as provided in Section 3.6, 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 3.4, 8.5, 12.2, 13.2(5) or 13.6 (other than where the shares of Common Stock are to be issued or delivered in a name other than that of the Holder of the Security) not involving any transfer and other than any stamp and other duties, if any, which may be imposed in connection with any such transfer or exchange by the United States or any political subdivision thereof or therein, which shall be paid by the Company.

          In the event of a redemption of the Securities, neither the Company nor the Securities Registrar will be required (a) to register the transfer of or exchange Securities for a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities called for such redemption or (b) to register the transfer of or exchange any Security, or portion thereof, called for redemption.

          (2) Certain Transfers and Exchanges. Notwithstanding any other provision of this Indenture or the Securities, transfers and exchanges of Securities and beneficial interests in a Global Security of the kinds specified in this Section 3.5(2) shall be made only in accordance with this Section 3.5(2).

               (i) Global Security to Non-Global Security. In the event that Non-global Securities are to be issued pursuant to Section 3.4(1)(ii) in connection with any transfer of Securities, such transfer may be effected only in accordance with the provisions of this clause (2)(i) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of (A) a Company Order from the Company directing the Trustee, as Security Registrar, to (x) authenticate and deliver one or more Securities of the same aggregate principal amount as the beneficial interest in the Global Security to be transferred, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Securities to be so issued and appropriate delivery instructions and (y) decrease the beneficial interest of a specified Agent Member’s account in a Global Security by a specified principal amount not greater than the principal amount of such Global Security, and (B) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Security Registrar, shall decrease the principal amount of the Global Security by the specified amount and authenticate and deliver Securities in accordance with such instructions from the Company as provided in Section 3.4(1)(iii).

               (ii) Non-Global Security to Global Security. If the Holder of a Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Global Security, such transfer may be effected only in accordance with the

41

provisions of this clause (2)(ii) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of such Security as provided in Section 3.5(1) and instructions from the Company directing that a beneficial interest in the Global Security in a specified principal amount not greater than the principal amount of such Security be credited to a specified Agent Member’s account, then the Trustee, as Security Registrar, shall cancel such Security (and issue a new Security in respect of any untransferred portion thereof) as provided in Section 3.5(1) and increase the principal amount of the Global Security by the specified principal amount as provided in Section 3.4(1)(iii).

SECTION 3.6 Mutilated, Destroyed, Lost or Stolen Securities.

          If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.

          If there be delivered to the Company and to the Trustee:

          (1) evidence to their satisfaction of the destruction, loss or theft of any Security, and

          (2) such security or indemnity as may be satisfactory to the Company and the Trustee to save each of them and any agent of either of them harmless, then, in the absence of actual notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount and 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, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security, upon satisfaction of the conditions set forth in the preceding paragraph.

          Upon the issuance of any new Security under this Section 3.6, 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 (other than any stamp and other duties, if any, which may be imposed in connection therewith by the United States or any political subdivision thereof or therein, which shall be paid by the Company) and any other expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Security issued pursuant to this Section 3.6 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 such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

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          The provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.7 Payment of Interest; Interest Rights Preserved.

          Subject to the last paragraph of this Section 3.7, interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (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 that 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 (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, the date of the proposed payment and the Special Record Date, 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. The Special Record Date for the payment of such Defaulted Interest 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, 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 at such Holder’s address as it appears 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 in any other lawful manner not inconsistent with the requirements of any securities exchange on which the 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.

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          Subject to the provisions of this Section 3.7 and Section 3.5, 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.

          Interest on any Security that is converted in accordance with Section 12.2 during a Record Date Period shall be payable in accordance with the provisions of Section 12.2.

SECTION 3.8 Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, any Paying Agent and any agent of the Company, the Trustee or any Paying Agent 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, premium, if any, interest (subject to Section 3.7) on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, any Paying Agent nor any agent of the Company, the Trustee or any Paying Agent shall be affected by notice to the contrary.

SECTION 3.9 Cancellation.

          All Securities surrendered for payment, purchase, repurchase, redemption registration of transfer or exchange or conversion shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered to the Trustee shall be canceled promptly by the Trustee (or its agent). No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 3.9. The Trustee shall dispose of all canceled Securities in accordance with applicable law and its customary practices in effect from time to time.

SECTION 3.10 Computation of Interest.

          Interest on the Securities 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 Securities may use “CUSIP” numbers (if then generally in use) in addition to serial numbers; if so, the Trustee shall use such CUSIP numbers in addition to serial numbers in any notice of redemption or repurchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers

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either as printed on the Securities or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Securities, and any such redemption or repurchase shall not be affected by any defect in or omission of such CUSIP numbers.

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Request cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments in form and substance satisfactory to the Trustee acknowledging satisfaction and discharge of this Indenture, when

          (1) either

               (i) all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.6 and (B) 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 10.3) have been delivered to the Trustee for cancellation; or

               (ii) all such Securities not theretofore delivered to the Trustee or its agent for cancellation (other than Securities referred to in clauses (A) and (B) of clause (1)(i) above)

               (a) have become due and payable, or

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

               (c) 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 clause (i) or (ii) above, has deposited or caused to be deposited with the Trustee as trust funds (immediately available to the Holders in the case of clause (ii)(a) above) in trust for the purpose an amount in cash sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, 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;

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          (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 there has been compliance with all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture.

          Notwithstanding the satisfaction and discharge of this Indenture, any surviving rights of conversion, or registration of transfer or exchange, or replacement of Securities expressly provided for herein or in the form of Securities set forth in Section 2.2, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Company to any Authenticating Agent under Section 6.12, if money shall have been deposited with the Trustee pursuant to clause (1)(ii) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 and the obligations of the Company and the Trustee under Section 3.5 and Article XII shall survive.

SECTION 4.2 Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 and in accordance with the provisions of Article XIII shall be held in trust for the sole benefit of the Holders and such monies shall be applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent, to the Persons entitled thereto, of the principal, premium, if any and interest, for whose payment such money has been deposited with the Trustee.

          All money deposited with the Trustee pursuant to Section 4.1 (and held by it or any Paying Agent) for the payment of Securities subsequently converted shall be returned to the Company upon Company Request.

          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed or assessed against all money deposited with the Trustee pursuant to Section 4.1 (other than income taxes and franchise taxes incurred or payable by the Trustee and such other taxes, fees or charges incurred or payable by the Trustee that are not directly the result of the deposit of such money with the Trustee).

ARTICLE V

REMEDIES

SECTION 5.1 Events of Default.

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          “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law 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 when it becomes due and payable, and continuance of such default for a period of 30 days; or

          (2) default in the payment of the principal on any Security at its Maturity (including any Redemption Price, Repurchase Price or Purchase Price); or

          (3) any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed (or guarantee thereof) by the Company (an “Instrument”) in an aggregate principal amount in excess of U.S. $50,000,000 (or following a Fall-Away Event, in excess of U.S. $100,000,000), whether such indebtedness now exists or shall hereafter be created, is not paid at final maturity under any Instrument (either at its stated maturity or upon acceleration thereof), and such indebtedness is not discharged, or such acceleration is not rescinded or annulled, within a period of 30 days after there shall have 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 principal amount of the Outstanding Securities a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such default to be cured or waived or such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or

          (4) failure by the Company to give a Company Notice in accordance with Section 13.2; or

          (5) failure to deliver shares of Common Stock within 10 Business Days after such Common Stock is required to be delivered following conversion of the Securities; or

          (6) default or breach in the performance of any covenant of the Company in this Indenture (other than a covenant a default in the performance of which is specifically dealt with elsewhere in this Section 5.1), and continuance of such default for a period of 60 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 principal amount of the Outstanding Securities 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; or

          (7) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or any Significant 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 Significant Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the

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property of either, or ordering the winding up or liquidation of the affairs of either of them, 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; or

          (8) the commencement by the Company or any Significant Subsidiary 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 adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Company or such Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any Significant Subsidiary, or the filing by either of a petition or answer or consent seeking reorganization or similar relief under any applicable Federal or State law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of either, or the making by the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the admission by the Company or any Significant 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 Significant Subsidiary in furtherance of any such action.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default (other than an Event of Default specified in Section 5.1(7) or 5.1(8) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of, and any accrued interest on, all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(7) or 5.1(8) with respect to the Company occurs, the principal and accrued interest on of all the Securities shall, ipso facto, become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee.

          At any time after such declaration of acceleration 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 V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

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

               (i) all overdue interest on all Securities;

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               (ii) the principal of and premium, if any, on any Securities that have become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by the Securities;

               (iii) to the extent permitted by applicable law, interest upon overdue interest at a rate of 0.50% per annum; and

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

          (2) all Events of Default, other than the nonpayment of the principal of and any premium and interest on Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13; and

          (3) such rescission and annulment would not conflict with any judgment or decree issued in appropriate judicial proceedings regarding the payment by the Trustee to the Holders of the amounts referred to in 5.2(1).

          No rescission or annulment referred to above shall affect any subsequent default or impair any right consequent thereon.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

          The Company covenants that if:

          (1) default is made in the payment of interest on any Security when it 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,

the Company will, upon demand of the Trustee pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest, interest on any overdue principal and premium, and to the extent permitted by applicable law, interest upon overdue interest at a rate of 0.50% per annum and such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Securities and collect the

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moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities, wherever situated.

          If an Event of Default 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 by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.4 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 the creditors of either, the Trustee (irrespective of whether the principal or interest of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

          (1) to file a proof of claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Securities and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter, and to file such other papers or documents, in each of the foregoing cases, as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of Securities allowed in such judicial proceeding, and

          (2) to collect and receive any moneys or other property payable or deliverable on any such claim 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 of Securities to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.7.

          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding; provided, however, that the Trustee may, on behalf of such Holders, vote for the election of a trustee in bankruptcy or similar official.

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SECTION 5.5 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 judgment has been recovered.

SECTION 5.6 Application of Money Collected.

          Any money or property collected by the Trustee pursuant to this Article V 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, premium, if any, 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 6.7;

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

          THIRD: To such other Person or Persons, if any, to the extent entitled thereto; and

          FOURTH: Any remaining amounts shall be repaid to the Company.

SECTION 5.7 Limitation on Suits.

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

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

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

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

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

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

SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.

          Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of, premium, if any, and (subject to Section 3.7) interest, on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, repurchase or purchase on the Redemption Date, Repurchase Date or Purchase Date, as the case may be), and to convert such Security in accordance with Article XII, and to institute suit for the enforcement of any such payment and right to convert, and such rights shall not be impaired without the consent of such Holder.

SECTION 5.9 Restoration of Rights and Remedies.

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

SECTION 5.10 Rights and Remedies Cumulative.

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          Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11 Delay or Omission Not Waiver.

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

SECTION 5.12 Control by Holders of Securities.

          Subject to Section 6.3, the Holders of a majority in principal amount of the Outstanding Securities 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, 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, and

          (3) the Trustee need not take any action that might involve it in personal liability or be unjustly prejudicial to the Holders of Securities not consenting.

SECTION 5.13 Waiver of Past Defaults.

          The Holders, either (i) through the written consent of not less than a majority in principal amount of the Outstanding Securities or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66?% in principal amount of the Outstanding Securities represented at such meeting, may on behalf of the

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Holders of all the Securities waive any past default hereunder and its consequences, except a default (A) in the payment of the principal of, premium, if any, or interest, on any Security, or (B) in respect of a covenant or provision hereof which under Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Security 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.

          All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of, premium, if any, or interest on any Security on or after the respective Stated Maturity or Maturities expressed in such Security (or, in the case of redemption or repurchase, on or after the Redemption Date, Repurchase Date or Purchase Date, as the case may be) or for the enforcement of the right to convert any Security in accordance with Article XII.

SECTION 5.15 Waiver of Stay, Usury or Extension Laws.

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

ARTICLE VI

THE TRUSTEE

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SECTION 6.1 Certain Duties and Responsibilities.

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

               (i) 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

               (ii) 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.

          (2) 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 person would exercise or use under the circumstances in the conduct of his own affairs.

          (3) 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

               (i) this paragraph (3) shall not be construed to limit the effect of paragraph (1) of this Section;

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

               (iii) 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

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

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          (4) 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 6.2 Notice of Defaults.

          Within 90 days after the occurrence of any default hereunder as to which the Trustee has received written notice, the Trustee shall give to all Holders of Securities, in the manner provided in Section 1.6, notice of such default, 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, premium, if any, or interest on any Security the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders; and provided, further, that in the case of any default of the character specified in Section 5.1(6), no such notice to Holders of Securities shall be given until at least 60 days after the occurrence thereof or, if applicable, the expiration of the cure period specified therein. For the purpose of this Section, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default.

SECTION 6.3 Certain Rights of Trustee.

          Subject to the provisions of Section 6.1:

          (1) the Trustee may rely, and shall be protected in acting or refraining from acting, upon any resolution, Officers’ Certificate, other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document (collectively, the “Documents”) believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such Documents;

          (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors 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 the one specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate or Opinion of Counsel;

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          (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 of Securities pursuant to this Indenture, unless such Holders shall have offered, and, if requested by the Trustee, delivered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

          (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, coupon, other evidence of indebtedness or other paper or document, but the Trustee 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) Except with respect to Section 10.1 hereof, the Trustee shall have no duty to inquire as to the performance of the Company’s covenants in Article X hereof. In addition, the Trustee shall not be deemed to have knowledge of any default or Event of Default except (i) any Event of Default occurring pursuant to Sections 5.1(1), 5.1(2) and 10.1 hereof or (ii) any default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture or an officer in the corporate trust administration of the Trustee shall have obtained actual knowledge.

SECTION 6.4 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 the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, of the Securities or of the Common Stock issuable upon the conversion of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 6.5 May Hold Securities, Act as Trustee under Other Indentures.

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

          The Trustee may become and act as trustee under other indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding in the same manner as if it were not Trustee hereunder.

SECTION 6.6 Money Held in Trust.

          Money or property 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 in writing with the Company.

SECTION 6.7 Compensation and Reimbursement.

          The Company agrees:

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

          (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including costs and expenses of enforcing this Indenture and defending itself against any claim (whether asserted by the Company, any Holder of Securities or any other Person) or liability in connection with the exercise of any of its powers or duties hereunder) 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, willful misconduct or bad faith; and

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

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          To secure the Company’s payment obligations to the Trustee in this Section 6.7, the Trustee shall have a claim prior to the Securities on all money or property held or controlled by the Trustee, other than money or property held in trust to pay principal and interest on the Securities.

          When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

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

SECTION 6.8 Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, having (or be part of a holding company group with) a combined capital and surplus of at least U.S. $50,000,000, subject to supervision or examination by Federal or state authority, and in good standing. The Trustee or an Affiliate of the Trustee shall maintain an established place of business in the Borough of Manhattan, The City of New York. If such corporation 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 corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article and a successor shall be appointed pursuant to Section 6.9.

SECTION 6.9 Resignation and Removal; Appointment of Successor.

          (1) 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 6.10.

          (2) The Trustee may resign at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

          (3) The Trustee may be removed at any time by an Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee and the Company. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been

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delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

          (4) The Trustee may be removed at any time by the Company and the Company may appoint a successor Trustee pursuant to this Article, provided, that (i) there is not an Event of Default that is continuing at the time of removal, (ii) the successor Trustee appointed by the Company meets the eligibility requirements of Section 6.8, and (iii) such removal and resignation shall not become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10.

          (5) If at any time:

               (i) the Trustee shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or

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

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

          (6) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee and shall comply with the applicable requirements of this Section and Section 6.10. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.10, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by this Section and Section 6.10, any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

          (7) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders of Securities in the manner provided in Section 1.6. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

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SECTION 6.10 Acceptance of Appointment by Successor.

          Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any 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. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

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

SECTION 6.11 Merger, Conversion, Consolidation or Succession to Business.

          Any corporation into which the Trustee may be merged 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 of the corporate trust business of the Trustee (including the trust created by this Indenture), shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise 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 6.12 Authenticating Agents.

          The Trustee may, with the consent of the Company, appoint an Authenticating Agent or Agents acceptable to the Company with respect to the Securities, which Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon exchange or substitution pursuant to this Indenture.

          Securities authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee

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hereunder, and every reference in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication 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 be subject to acceptance by 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 and subject to supervision or examination by government or other fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.12.

          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 6.12, 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 6.12, the Trustee may appoint a successor Authenticating Agent which shall be subject to acceptance by the Company. 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 6.12.

          The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12.

          If an Authenticating Agent is appointed with respect to the Securities pursuant to this Section 6.12, the Securities may have endorsed thereon, in addition to or in lieu of the Trustee’s certification of authentication, an alternative certificate of authentication in the following form:

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

U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

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as Authenticating Agent

By:

Authorized Signatory

SECTION 6.13 Disqualification; 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.

SECTION 6.14 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).

ARTICLE VII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1 Company May Consolidate, Etc. Only on Certain Terms.

          The Company shall not consolidate with or merge into any other Person or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person, unless the Company is the surviving corporation, or if the Company is not the surviving corporation, then only if:

          (1) the Person formed by such consolidation or into or with which the Company is merged, or the Person to which the properties and assets of the Company are so conveyed, transferred, sold or leased shall be a corporation incorporated and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, on all of the Securities as applicable, and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and shall have provided for conversion rights in accordance with Article XII;

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

          (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, sale 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 complied with, together with any documents required under Section 8.3.

SECTION 7.2 Successor Substituted.

          Upon any consolidation of the Company with, or merger of the Company into any other Person or any conveyance, transfer, sale or lease of all or substantially all the properties and assets of the Company in accordance with Section 7.1, the successor Person formed by such consolidation or into or with which the Company is merged or 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 Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE VIII

SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Holders of Securities.

          Without the consent of any Holders of Securities the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto 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 and obligations of the Company herein and in the Securities as permitted by Article VII of this Indenture; or

          (2) to add to the covenants of the Company for the benefit of the Holders of Securities or to surrender any right or power herein conferred upon the Company; or

          (3) to secure the Securities; or

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          (4) to make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 or to make provision with respect to the repurchase rights of Holders of Securities pursuant to Section 13.5; or

          (5) to comply with the requirements of the Trust Indenture Act or the rules and regulations of the Commission thereunder in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, as contemplated by this Indenture or otherwise; or

          (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee; or

          (7) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or that is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture as the Company and the Trustee may deem necessary or desirable, provided such action pursuant to this clause (8) shall not adversely affect the interests of the Holders of Securities in any material respect.

          Upon Company Request, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and subject to and upon receipt by the Trustee of the documents described in Section 8.3 hereof, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained.

SECTION 8.2 Supplemental Indentures with Consent of Holders of Securities.

          With either (i) the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66?% in aggregate principal amount of the Outstanding Securities represented at such meeting, the Company, when authorized by a Board Resolution, 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of or any installment of interest on any Security, or reduce the principal amount of, or the premium, if any, the rate of interest payable thereon or reduce the amount payable upon a redemption, purchase or repurchase, or change the place or currency of payment of the principal of, premium, if any, or interest on any Securities (including the Redemption Price, Repurchase Price or Purchase Price in respect of such Security) or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption or any repurchase, on or after the

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Redemption Date, Repurchase Date or Purchase Date as the case may be) or, except as permitted by Section 12.11, adversely affect the right of Holders to convert any Security as provided in Article XII; or

          (2) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount of the Outstanding Securities 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 the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or

          (4) modify any of the provisions of this Section or Section 5.13 or 10.12, except to increase any percentage contained herein or therein 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; or

          (5) modify the provisions of Article XIII in a manner adverse to the Holders; or

          (6) modify the provisions of Article XI in a manner adverse to the Holders; or

          It shall not be necessary for any Act of Holders of Securities 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 8.3 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 Sections 6.1 and 6.3) 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, and that such supplemental indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms. 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 8.4 Effect of Supplemental Indentures.

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          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 appertaining thereto shall be bound thereby.

SECTION 8.5 Reference in Securities to Supplemental Indentures.

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

SECTION 8.6 Notice of Supplemental Indentures.

          Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 8.2, the Company shall give notice to all Holders of Securities of such fact, setting forth in general terms the substance of such supplemental indenture, in the manner provided in Section 1.6. Any failure of the Company to give such notice, or any defect therein, shall not in any way impair or affect the validity of any such supplemental indenture.

ARTICLE IX

MEETINGS OF HOLDERS OF SECURITIES

SECTION 9.1 Purposes for Which Meetings May Be Called.

          A meeting of Holders of Securities may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities.

SECTION 9.2 Call, Notice and Place of Meetings.

          (1) The Trustee may at any time call a meeting of Holders of Securities for any purpose specified in Section 9.1, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of Holders of Securities,

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setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

          (2) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities shall have requested the Trustee to call a meeting of the Holders of Securities for any purpose specified in Section 9.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities in the amount specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (1) of this Section.

SECTION 9.3 Persons Entitled to Vote at Meetings.

          To be entitled to vote at any meeting of Holders of Securities, a Person shall be (i) a Holder of one or more of the Outstanding Securities, or (ii) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more of the Outstanding Securities by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 9.4 Quorum; Action.

          The Persons entitled to vote a majority in principal amount of the Outstanding Securities shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting (subject to repeated applications of this sentence). Notice of the reconvening of any adjourned meeting shall be given as provided in Section 9.2(1), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Securities that shall constitute a quorum.

          Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Securities at the time shall constitute a quorum for any subsequent adjournment of such meeting.

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          At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the proviso to Section 8.2 and except to the extent Section 10.12 requires a different vote) shall be effectively passed and decided if passed or decided by the lesser of (i) the Holders of not less than a majority in principal amount of the Outstanding Securities and (ii) the Persons entitled to vote not less than 66 2/3% in principal amount of the Outstanding Securities represented and entitled to vote at such meeting.

          Any resolution passed or decisions taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities whether or not present or represented at the meeting. The Trustee shall, in the name and at the expense of the Company, notify all the Holders of Securities of any such resolutions or decisions pursuant to Section 1.6.

SECTION 9.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.

          (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having the signature of the Person executing the proxy guaranteed by any bank, broker or other eligible institution participating in a recognized medallion signature guarantee program.

          (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 9.2(1), in which case the Company or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting.

          (3) At any meeting, each Holder of a Security or proxy shall be entitled to one vote for each U.S. $1,000 principal amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy.

          (4) Any meeting of Holders of Securities duly called pursuant to Section 9.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities represented at the meeting, and the meeting may be held as so adjourned without further notice.

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SECTION 9.6 Counting Votes and Recording Action of Meetings.

          The vote upon any resolution submitted to any meeting of Holders of Securities shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amounts at Stated Maturity and serial numbers of the Outstanding Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.2 and, if applicable, Section 9.4. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE X

COVENANTS

SECTION 10.1 Payment of Principal, Premium and Interest.

          The Company covenants and agrees that it will duly and punctually pay the principal of and premium, if any, and interest, on the Securities in accordance with the terms of the Securities and this Indenture. The Company will deposit or cause to be deposited with the Trustee or its nominee, no later than the opening of business on the date of the Stated Maturity of any Security or no later than the opening of business on the due date for any installment of interest, all payments so due, which payments shall be in immediately available funds on the date of such Stated Maturity or due date as the case may be.

SECTION 10.2 Maintenance of Offices or Agencies.

          The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency (which may include the Trustee) where the Securities may be surrendered for registration of transfer or exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this

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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 not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee in the Borough of Manhattan, The City of New York.

          The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 10.3, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with Section 1.6, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency.

          The Company hereby initially designates the Trustee as Paying Agent, Security Registrar and Conversion Agent, and each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in the Borough of Manhattan, The City of New York, as one such office or agency of the Company for each of the aforesaid purposes.

SECTION 10.3 Money for Security Payments to Be Held in Trust.

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

          Whenever the Company shall have one or more Paying Agents, it will, no later than the opening of business on each due date of the principal of, premium, if any, or interest on any Securities, deposit with the Trustee a sum in funds immediately payable on the payment date sufficient to pay the principal, premium, if any, or interest, so becoming due, such sum to be held for the benefit of the Persons entitled to such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee, in writing, of any failure so to act.

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          The Company will cause each Paying Agent 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:

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

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

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

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

SECTION 10.4 Existence.

          Subject to Article VII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence.

SECTION 10.5 Maintenance of Properties.

          The Company will cause all properties used or useful in the conduct of its business and the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be

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necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the Holders.

SECTION 10.6 Payment of Taxes and Other Claims.

          The Company will pay or discharge, or cause to be paid or discharged, before the same may become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Company or any subsidiary or upon the income, profits or property of the Company, or any subsidiary (ii) all claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon the property of the Company, and (iii) subject to Section 12.8, all stamps and other duties, if any, which may be imposed by the United States or any political subdivision thereof or therein in connection with the issuance, transfer, exchange or conversion of any Securities or with respect to this Indenture; provided, however, that, in the case of clauses (i) and (ii), the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (A) if the failure to do so will not, in the aggregate, have a material adverse impact on the Company and its Subsidiaries, taken as a whole, or (B) if the amount, applicability or validity is being contested in good faith by appropriate proceedings.

SECTION 10.7 Registration and Listing.

          The Company will list, subject to notice of issuance, any shares of Common Stock issuable upon conversion of the Securities on the New York Stock Exchange.

SECTION 10.8 Statement by Officers as to Default.

          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, 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.

          The Company will deliver to the Trustee, forthwith upon becoming aware of any default or any Event of Default under the Indenture, an Officers’ Certificate specifying with particularity such default or Event of Default and further stating what action the Company has taken, is taking or

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proposes to take with respect thereto. For the purpose of this Section, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default.

          Any notice required to be given under this Section 10.8 shall be delivered to the Trustee at its Corporate Trust Office.

SECTION 10.9 Waiver of Certain Covenants.

          The Company may omit in any particular instance to comply with any covenant or condition set forth in Sections 10.4 (other than with respect to the existence of the Company (subject to Article VII)), 10.5 and 10.6, inclusive (other than a covenant or condition which under Section 8.2 cannot be modified or amended without the consent of the Holder of each Outstanding Security affected), if before the time for such compliance the Holders shall, through (i) the written consent of not less than a majority in principal amount of the Outstanding Securities or (ii) the adoption of a resolution at a meeting of Holders of the Outstanding Securities at which a quorum is present by the Holders of not less than 66?% in principal amount of the Outstanding Securities represented at such meeting, 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 or any Paying or Conversion Agent in respect of any such covenant or condition shall remain in full force and effect. Nothing in this Section is intended to limit the application of Sections 5.13, 8.1 and 8.2.

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.1 Right of Redemption.

          The Securities may be redeemed in accordance with the provisions of the form of Securities set forth in Section 2.2.

SECTION 11.2 Applicability of Article.

          Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision of the Securities or this Indenture, shall be made in accordance with such provision and this Article XI.

SECTION 11.3 Election to Redeem; Notice to Trustee

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          The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of any of the Securities, 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 in writing of such Redemption Date.

SECTION 11.4 Selection by Trustee of Securities to Be Redeemed.

          If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee within five Business Days after it receives the notice described in 11.3, from the Outstanding Securities not previously called for redemption, by pro rata selection, by lot or otherwise in accordance with the procedures of the Depositary.

          If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities that have been converted during a selection of Securities to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection. The Trustee shall promptly notify the Company and each Security Registrar in writing of the securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

          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 11.5 Notice of Redemption.

          Notice of redemption shall be given in the manner provided in Section 1.6 to the Holders of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date, and such notice shall be irrevocable. The Company shall, concurrently with the giving of such notice, publish a Press Release including the information required to be included in such notice of redemption hereunder.

          All notices of redemption shall state:

          (1) the Redemption Date,

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          (2) the Redemption Price and accrued interest thereon to, but excluding, the Redemption Date,

          (3) if less than all Outstanding Securities are to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities which will be outstanding after such partial redemption,

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

          (5) the Conversion Rate, the date on which the right to convert the Securities to be redeemed will terminate and the places where such Securities may be surrendered for conversion, and

          (6) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, to, but excluding, the Redemption Date.

          In case of a partial redemption, the notice shall specify the serial and CUSIP numbers (if any) and the portions thereof called for redemption and that transfers and exchanges may occur on or prior to the Redemption Date.

          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 written request, by the Trustee in the name of and at the expense of the Company. Notice of redemption of Securities to be redeemed at the election of the Company received by the Trustee shall be given by the Trustee to each Paying Agent in the name of and at the expense of the Company.

SECTION 11.6 Deposit of Redemption Price.

          On or prior to the Redemption Date, the Company shall deposit with the Trustee (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money (which shall be in immediately available funds on such Redemption Date) sufficient to pay the Redemption Price of, and except if the Redemption Date shall be on Interest Payment Date, accrued interest, to the Redemption Date on all the Securities which are to be redeemed on that date other than any Securities called for redemption on that date which have been converted prior to the date of such deposit.

          If any Security called for redemption is converted, any money deposited with the Trustee or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.7) be paid to the Company on Company Request or, if then held by the Company, shall be discharged from such trust.

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SECTION 11.7 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) such Securities shall cease to bear interest. Upon surrender of any Security for redemption in accordance with said notice such Security shall be paid by the Company at the Redemption Price together with accrued and unpaid interest to, but excluding, the Redemption Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.7.

          If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal amount of, premium, if any and, to the extent permitted by applicable law, accrued interest on such Security shall, until paid bear interest from the Redemption Date at a rate of 0.50% per annum, and such Security shall remain convertible until the Redemption Price of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.

          Any Security that is to be redeemed only in part shall be surrendered at the Corporate Trust Office or an office or agency of the Company designated for that purpose pursuant to Section 10.2 (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 his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

SECTION 11.8 Conversion Arrangement on Call for Redemption.

          In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities by an agreement with one or more investment banks or other purchasers (the “Purchasers”) to purchase such securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price (together with accrued interest to the Redemption Date of such Securities. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption Price (together with accrued interest to the Redemption Date shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for

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redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee’s prior written consent, no arrangement between the Company and such Purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such Purchasers, including the costs and expenses, including reasonable legal fees, incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

ARTICLE XII

CONVERSION OF SECURITIES

SECTION 12.1 Conversion Privilege and Conversion Rate.

          (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security that is an integral multiple of $1,000 principal amount may be converted into cash and, at the Company’s election as described below, fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to the adjustments described below, as follows:

          (1) if, on or prior to February 15, 2029, the Closing Sale Price of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the eleventh Trading Day of any fiscal quarter is more than 120% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security until and including the eleventh Trading Day of the immediately following fiscal quarter;

          (2) if, on any date after February 15, 2029, the Closing Sale Price of the Common Stock is more than 120% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security at all times thereafter;

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          (3) if the Company elects to call the Securities for redemption on or after February 20, 2011, then the Holder thereof will be entitled to convert such Security (or the portion of the Security called for redemption, if less than all), until the close of business on the Business Day prior to the Redemption Date;

          (4) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants (other than with respect to a Rights Plan) entitling them to purchase Common Stock at less than the Closing Sale Price of the Common Stock on the last Trading Day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below;

          (5) if the Company distributes to all or substantially all holders of Common Stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Board of Directors exceeding 5% of the Closing Sale Price of the Common Stock on the last Trading Day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below; or

          (6) if the Company becomes a party to a consolidation, merger or sale of all or substantially all of the Company’s assets where such consolidation, merger or sale of all or substantially all of the Company’s assets constitutes a Change in Control or such an event occurs that would have been a Change in Control but for the occurrence of one or more of the exceptions (I) and (II) to the definition of a Change in Control contained in the proviso immediately following Section 13.4(2)(iii), then the Holder thereof will be entitled to convert such Security in the period described below.

          In the case of a distribution contemplated in clauses (4) and (5) of this Section 12.1(a), the Company will notify Holders at least 20 days prior to the ex-dividend date for such distribution (the “Distribution Notice”). Once the Company has given the Distribution Notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the last Business Day preceding the ex-dividend date or the Company’s announcement that such distribution will not take place. If in the future the Company adopts a new Rights Plan, Holders will not have any conversion right pursuant to clause (4) above or otherwise, solely as a result of the issuance of Rights pursuant to the Rights Plan. Notwithstanding the foregoing, in the event of a distribution contemplated in clauses (4) and (5) of this Section 12.1(a), Holders may not convert the Securities if the Holders may participate in such distribution without converting their Securities.

          In the event of a consolidation, merger or sale of all or substantially all of the Company’s assets as contemplated in clause (6) of this Section 12.1(a), the Company will notify Holders at least 20 days prior to the anticipated closing date of such transaction (the “Merger Notice”). Once the Company has given the Merger Notice, the Holders may, in the event of such consolidation, merger or sale of all or substantially all of the Company’s assets, as contemplated in clause (6) above, surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until the date which is 15 days after the actual effective date of such transaction.

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          With respect to clause (1) of this Section 12.1(a), the Conversion Agent will determine, on behalf of the Company, on the first Business Day succeeding the first day of the fiscal quarter on which the Securities would be convertible, whether the Securities are convertible as set forth in such clause (1) based upon the Closing Sale Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company. With respect to clause (2) of this section 12.1(a), the Conversion Agent will determine, on behalf of the Company, daily on any date after February 15, 2029, whether the Securities are convertible as set forth in such clause (2) based upon the Closing Sale Price of the Common Stock and the then current Conversion Price and, if so, will notify the Company.

          (b) Subject to the further provisions of this Article XII, a Holder of a Security may also convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) for the five Business Day period after any five consecutive Trading Day period in which the average of the Trading Prices for the Securities for such five Trading Day period was less than 95% of the average Conversion Value for the Securities during such period; provided, however, if on the Conversion Date, the Closing Sale Price of shares of Common Stock is greater than the then current Conversion Price of the Securities and less than or equal to 120% of the then current Conversion Price of the Securities, a Holder surrenders its Securities for conversion and the Securities are not otherwise convertible, then such Holder will receive cash with a value equal to the principal amount of such Holder’s Securities on such Conversion Date.

          The “Conversion Value” for the Securities is equal to the product of (i) the Applicable Conversion Rate and (ii) the Applicable Stock Price.

          The “Trading Price” of the Securities on any Trading Day means the average of the secondary market bid quotations per Security obtained by the Conversion Agent for $5,000,000 principal amount of the Securities at approximately 3:30 p.m., New York City time, on such Trading Day from an independent nationally recognized securities dealer the Company selects; provided that if the Conversion Agent cannot reasonably obtain a bid for $5,000,000 principal amount of the Securities from a nationally recognized securities dealer or if in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price of the Securities will be deemed to be equal to the product of the then current Conversion Rate and the Closing Sale Price of Common Stock on such Trading Day.

          The Conversion Agent shall have no obligation to determine the Trading Price of the Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price of the Securities is reasonably likely to be less than 95% of the Conversion Value; at which time, the Company shall instruct the Conversion Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price is greater than or equal to 95% of the Conversion Value.

          (c) The conversion right, subject to the conditions described in clauses (a) and (b) of this Section 12.1, shall commence on the initial issuance date of the Securities and expire at the close of

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business on the date of Maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Holder of a Security exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Repurchase Date unless the Company defaults in making the payment due upon repurchase (subject as aforesaid to any Applicable Procedures with respect to any Global Security).

          Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.

          A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article XII.

          The “Conversion Rate” shall be initially 103.4468 for each U.S. $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XII.

SECTION 12.2 Exercise of Conversion Privilege.

          In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed in blank, at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or at such other office or agency of the Company, maintained for that purpose pursuant to Section 10.2, accompanied by a duly signed and completed conversion notice substantially in the form set forth in Section 2.4 stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted, and payments in respect of taxes, if any, as described in Section 12.8 hereto.

          Each Security surrendered for conversion (in whole or in part) during the Record Date Period shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, is repurchasable on a Repurchase Date or purchasable on a Purchase Date, occurring, in any such case, within such Record Date Period and, as a result, the right to convert such Security would otherwise terminate in such period if not exercised, or if the Company is in arrears on any previously due interest payment as of the Conversion Date) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest, if any, payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if applicable) that is surrendered for conversion during the Record Date Period shall be paid to the Holder of such Security as of such Record Date in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security as

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of the Record Date next preceding such Interest Payment Date, notwithstanding the exercise of the right of conversion.

          Except as provided in the preceding paragraph and subject to the last paragraph of Section 3.7, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. Except as set forth in this paragraph, the Company’s delivery to the Holder, in respect of each $1,000 principal amount of Securities converted, of the amounts set forth in the next paragraph, will be deemed to:

          (i) satisfy the Company’s obligation to pay the principal amount of the Security being converted pursuant to the provisions hereof; and

          (ii) satisfy the Company’s obligation to pay accrued but unpaid interest, if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date.

          As a result, the principal amount and unpaid interest, if any, through the Conversion Date are deemed to be paid in full rather than cancelled, extinguished or forfeited.

          If the Holder surrenders a Security for conversion, such Holder will receive, in respect of each $1,000 principal amount of securities, together with a payment in respect of any partial shares:

          (i) cash in an amount (the “Principal Return”) equal to the lesser of (1) the principal amount of each Security to be converted and (2) the Conversion Value, and

          (ii) if the Conversion Value is greater than the principal amount of each Security, at the Company’s election, a number of shares of the Company’s common stock (the “Net Shares”) equal to the sum of the Daily Share Amounts or a cash amount equal to the sum of the Daily Cash Amounts.

          The cash payment for fractional shares will be based on the Applicable Stock Price.

          The Conversion Value, Principal Return, Net Cash Amount and Net Share Amount will be determined by the Company promptly after the end of the applicable conversion reference period. The Company will pay the Principal Return and cash for fractional shares and deliver Net Shares or the Net Cash Amount, if any, no later than the third Business Day following the determination of the Applicable Stock Price. The Company will not issue fractional shares upon conversion.

          Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As

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promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Trustee, for delivery to the Conversion Agent who will in turn deliver to the Holder (unless a different Person is indicated on the Conversion Notice), a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 12.3.

          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 the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof.

SECTION 12.3 Fractions of Shares.

          No fractional shares of Common Stock shall be issued upon conversion of any Security or Securities. 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 thereof shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof), the Company shall calculate and pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Closing Sale Price at the close of business on the day of conversion.

     SECTION 12.4 Adjustment of Conversion Rate.

          (1) The Conversion Rate shall be subject to adjustments from time to time as follows:

               (i) In case the Company shall pay or make a dividend or other distribution on shares of Common Stock payable in shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. If, after any such date fixed for determination, any dividend or

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distribution is not in fact paid, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would have been in effect if such determination date had not been fixed. For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

               (ii) In case the Company shall issue rights, options or warrants (in any case other than in connection with a Rights Plan) to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share (determined as provided in paragraph (3) of this Section 12.4) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than any rights, options or warrants that by their terms will also be issued to any Holder upon conversion of a Security into shares of Common Stock without any action required by the Company or any other Person), the Conversion Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. If, after any such date fixed for determination, any such rights, options or warrants are not in fact issued, or are not exercised prior to the expiration thereof, the Conversion Rate shall be immediately readjusted, effective as of the date such rights, options or warrants expire, or the date the Board of Directors determines not to issue such rights, options or warrants, to the Conversion Rate that would have been in effect if the unexercised rights, options or warrants had never been granted or such determination date had not been fixed, as the case may be. For the purposes of this paragraph (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the Company.

               (iii) 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

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Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision or 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.

               (iv) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock or other property (including cash or assets or securities (other than rights pursuant to a Rights Plan), but excluding (A) any rights, options or warrants referred to in paragraph 1(ii) of this Section, (B) any dividend or distribution paid exclusively in cash, (C) any dividend or distribution referred to in paragraph 1(i) of this Section and (D) any consideration distributed in any merger or consolidation to which Section 12.11 applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per share (determined as provided in paragraph (3) of this Section 12.4) of the Common Stock on the date fixed for such determination less the then fair market value of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution, or in the case of a Spin Off, immediately prior to the opening of business on the day following the last Trading Day of the Measurement Period. If after any such date fixed for determination, any such distribution is not in fact made, the Conversion Rate shall be immediately readjusted, effective as of the date of the Board of Directors determines not to make such distribution, to the Conversion Rate that would have been in effect if such determination date had not been fixed.

          In the event the Company distributes shares of capital stock of a Subsidiary, the Conversion Rate will be adjusted, if at all, based on the market value of the Subsidiary stock so distributed relative to the market value of the Common Stock, as described below.

          The Board of Directors shall determine fair market values for the purposes of this Section 12.4(1)(iv), whose determination shall be conclusive and described in a Board Resolution filed with the Trustee; provided, however, that in respect of a dividend or other distribution of shares of capital stock of a class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company which has a Subsidiary Closing Price (a “Spin-off”), the fair market value of the securities to be distributed shall equal the average of the daily Subsidiary Closing Price of such securities for the five consecutive Trading Days commencing on and including the sixth Trading Day of such securities after the effectiveness of the Spin-off (the “Measurement Period”); provided, further, that in the event that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-

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off shall be the initial public offering price of such securities and the market price per share of the Common Stock shall mean the Closing Sale Price for the Common Stock on the same Trading Day.

               (v) In case the Company or any of its Subsidiaries shall make a tender or exchange offer for Common Stock (for the avoidance of doubt, excluding options, warrants, purchase rights and other securities convertible, exchangeable or exercisable for Common Stock), to the extent that the cash and value of any other consideration included in the payment per share of Common Stock in such offer exceeds the Closing Sale Price of our Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, and such tender or exchange offer shall expire, then, immediately prior to the opening of business on the day after the last date (the “Expiration Date”) tenders could have been made pursuant to such tender offer (as such offer may have been amended), the Conversion Rate shall be increased so that the Conversion Rate shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to close of business on the Expiration Date by a fraction of which the numerator shall be the sum of (x) the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ Certificate delivered to the Trustee thereof) of any other consideration) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the last time at which such tenders could have been made on the Expiration Date (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 and excluding any shares held in the treasury of the Company) at the Expiration Time and the Current Market Price per share of Common Stock (as determined in accordance with subsection (3) of this Section 12.4) on the Trading Day next succeeding the Expiration Date, and the denominator shall be the product of the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price per share of the Common Stock (as determined in accordance with subsection (3) of this Section 12.4) on the Trading Day next succeeding the Expiration Date, such increase to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would have been in effect based upon the number of shares actually purchased. If the application of this Section 12.4(1)(v) to any tender offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer under this Section 12.4(1)(v).

          For purposes of this Section 12.4(1)(v), the term “tender offer” shall mean and include both tender offers and exchange offers, all references to “purchases” of shares in tender offers (and all

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similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to “tendered shares” (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers.

               (vi) In case the Company shall, by dividend or otherwise, distribute cash to all holders of its outstanding Common Stock (excluding any cash that is distributed as part of a distribution referred to in paragraph 1(iv) of this Section or cash distributed upon a merger or consolidation to which Section 12.11 applies) then, and in each such case, immediately after the close of business on such date for determination, the Conversion Rate shall be adjusted to the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution by a fraction (X) the numerator of which shall be equal to the Current Market Price per share (determined as provided in paragraph (3) of this Section) of the Common Stock on the date fixed for such determination plus the amount per share of such dividend or distribution and (Y) the denominator of which shall be equal to the Current Market Price per share (determined as provided in paragraph (3) of this Section 12.4) of the Common Stock on such date fixed for determination.

          (2) The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 12.11 applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination of stockholders entitled to receive such distribution” and “the date fixed for such determination” within the meaning of paragraph 1(iv) of this Section), and (b) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day upon which such subdivision or combination becomes effective” within the meaning of paragraph 1(iii) of this Section 12.4).

          (3) For the purpose of (A) any computation under paragraphs 1(ii), (iv) or (v) of this Section 12.4, the “Current Market Price” per share of Common Stock on any date shall be calculated by the Company and be the average of the daily Closing Sale Prices for the 10 consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and (I) in the case of paragraphs (1)(ii) or (iv) of this Section 12.4, ending not later than, the earlier of the date fixed for determination and the day before the “ex-date” with respect to the issuance or distribution requiring such computation or (II) in the case of paragraph (1)(v) of this Section 12.4, ending not later than, the Expiration Date with respect to the tender offer requiring such computation; and (B) any computation under paragraph (1)(vi) of this Section 12.4, the “Current Market Price” per share of Common Stock on any date shall be calculated by the Company and be the average of the daily Closing Sale Prices for the first 10 consecutive Trading Days from and including the first “ex-date” with respect to the dividend or other distribution requiring such computation. For purposes of this paragraph, the term “ex-date”, when used with respect to any issuance or distribution, means the first

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date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution.

          (4) All calculations under this Article shall be made to the nearest U.S. $0.01 or to the nearest one-ten-thousandth of a share, as the case may be.

          (5) The Company may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term, in addition to those required by paragraphs (1)(i), (ii), (iii), (iv), (v) and (vi) of this Section 12.4, as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. The Company shall have the power to resolve any ambiguity or correct any error in this paragraph (5) and its actions in so doing shall, absent manifest error, be final and conclusive.

          (6) Notwithstanding the foregoing provisions of this Section, no adjustment of the Conversion Rate shall be required to be made (a) upon the issuance of shares of Common Stock pursuant to any present or future plan for the reinvestment of dividends or (b) because of a tender or exchange offer of the character described in Rule 13e-4(h)(5) under the Exchange Act or any successor rule thereto.

          (7) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount and for any amount of time if 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; provided, however, that no such increase shall be taken into account for purposes of determining whether the Closing Sale Price of the Common Stock equals or exceeds 105% of the Conversion Price in connection with an event which would otherwise be a Change in Control pursuant to Section 13.4. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall give notice of the increase to the Holders in the manner provided in Section 1.6, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. The Company will comply with the rules and regulations promulgated under the Exchange Act and any securities exchange upon which the Company’s Common Stock is then listed , or automated interdealer quotation system upon which the Company’s Common Stock is then quoted, to the extent applicable in connection with such notice.

          (8) To the extent that the Company has a Rights Plan in effect upon conversion of the Securities pursuant to this Article XII: (i) if such Rights have not separated from the Common Stock prior to the conversion of the Securities, each share of Common Stock issued upon conversion of the Securities pursuant to this Article XII shall be entitled to receive the appropriate number of Rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any Rights Plan; and (ii) if such Rights have separated from the Common Stock prior to the conversion of the Securities, the Conversion Rate will be adjusted as though the Rights were being distributed to all holders of Common Stock on the date of such separation. If such an adjustment is made and the Rights are

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later redeemed, invalidated or terminated, then a corresponding reversing adjustment will be made to the Conversion Rate on an equitable basis.

          (9) Notwithstanding the foregoing provisions of this Section, no adjustment of the Conversion Rate shall be required to be made until the cumulative adjustments amount to 1.0% or more of the Conversion Rate; provided, however, that any adjustments which by reason of this paragraph (10) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

SECTION 12.5 Additional Shares.

          (1) If a Change in Control occurs prior to February 15, 2011, the Company will increase the Conversion Rate for conversion by a number of additional shares, subject to certain exceptions, provided, however, that no increase will be made in the case of a Change in Control if at least 90% of the consideration paid for the Company’s Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such Change in Control transaction consists of shares of capital stock traded on the New York Stock Exchange or another U.S. national securities exchange or quoted on The Nasdaq Stock Market or a successor automated over-the-counter trading market in the United States (or that will be so traded or quoted immediately following the transaction). The number of additional shares will be determined by reference to the table below, based on the effective date of the Change in Control and the price paid per share of the Company’s common stock in such Change in Control transaction. If holders of the Company’s Common Stock receive only cash in such transaction, the stock price will be the cash amount paid per share. Otherwise, the stock price will be the average of the last closing prices of the Company’s Common Stock on each of the five consecutive Trading Days prior to but not including the effective date of such Change in Control.

          (2) The stock prices set forth in the first row of the table below (i.e., column headers) will be adjusted as of any date on which the Conversion Rate is adjusted pursuant to Section 12.4(1) through (9). The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the stock price adjustment, and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares will be adjusted in the same manner as the Conversion Rate.

          The following table sets forth the hypothetical stock price and number of additional shares issuable per $1,000 principal amount of Notes.

Effective Date of	Stock Price ($)
Change of Control	5.07		7.0		8.0		9.0		10.0		12.5		15.0		17.5		20.0		25.0		30.0
15-Feb-05		66.1		38.9		30.5		24.9		20.4		13.0		8.9		6.1		4.6		2.5		1.5
15-Feb-06		68.5		39.4		30.6		24.5		20.0		12.3		8.3		5.6		4.0		2.1		1.2
15-Feb-07		71.0		39.7		30.8		24.2		19.3		11.7		7.4		5.0		3.4		1.7		0.9

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Effective Date of	Stock Price ($)
Change of Control	5.07		7.0		8.0		9.0		10.0		12.5		15.0		17.5		20.0		25.0		30.0
15-Feb-08		74.3		40.3		30.3		23.3		18.4		10.5		6.4		4.0		2.6		1.2		0.5
15-Feb-09		78.0		40.3		29.0		21.8		16.7		8.4		4.8		2.5		1.6		0.5		0.2
15-Feb-10		83.1		39.4		27.0		18.4		13.3		5.4		2.3		1.0		0.4		0.0		0.0
15-Feb-11		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0

          The stock prices and additional share amounts set forth above are based upon a Common Stock price of $5.07 and an initial conversion price of $9.67 per share.

          The exact stock price and repurchase dates may not be set forth in the table, in which case if the stock price is:

          (i) between two stock price amounts on the table or the repurchase date is between two dates on the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365/366 day year;

          (ii) more than $30 per share (subject to adjustment), the Conversion Rate will not be adjusted; and

          (iii) less than $5.07 per share (subject to adjustment), the Conversion Rate will not be adjusted.

          Notwithstanding the foregoing, in no event will the Conversion Rate (taking into account any increases in the Conversion Rate for the additional shares described above) exceed 186.5458 per $1,000 principal amount of notes, subject to adjustment in the same manner as the Conversion Rate as set forth in Section 12.4.

SECTION 12.6 Notice of Adjustments of Conversion Rate.

          Whenever the Conversion Rate is adjusted as herein provided:

          (1) the Company shall compute the adjusted Conversion Rate in accordance with Section 12.4 and shall prepare a certificate signed by the Chief Financial Officer of the Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and

          (2) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all Holders in accordance with Section 1.6.

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          Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any Holder of Securities desiring inspection thereof at its office during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge of remains in effect.

SECTION 12.7 Notice of Certain Corporate Action.

          In case:

          (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 12.4; or

          (2) the Company shall authorize the granting to all or substantially all of 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; or

          (3) of any reclassification of the Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance, sale, transfer or lease 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 at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance with Section 1.6, at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the applicable record or effective date hereinafter specified, a notice stating (x) 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 (y) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, lease, 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, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (1) through

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(4) of this Section 12.6. If at the 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.

          The Company shall cause to be filed at the Corporate Trust Office and each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance with Section 1.6, notice of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided to the public generally.

SECTION 12.8 Company to Reserve 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 then issuable upon the conversion of all Outstanding Securities, assuming that the Company was to elect to issue Net Shares in lieu of cash.

SECTION 12.9 Taxes on Conversions.

          Except as provided in the next sentence, the Company will pay any and all taxes and duties that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax or duty that may be payable in respect of (i) income of the Holder (including cash received in lieu of fractional shares of Common Stock), or (ii) any transfer involved in the issue and delivery of shares of 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 duty, or has established to the satisfaction of the Company that such tax or duty has been paid.

SECTION 12.10 Covenant as to Common Stock.

          The Company agrees that all shares of Common Stock that may be delivered upon conversion of Securities, upon such delivery, will have been duly authorized and validly issued and will be fully paid and nonassessable and will rank equally with the other shares of the Company’s Common Stock and, except as provided in Section 12.8, the Company will pay all taxes, liens and charges with respect to the issue thereof.

SECTION 12.11 Cancellation of Converted Securities.

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          All Securities delivered for conversion shall be delivered to the Trustee or its agent to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.

SECTION 12.12 Provision in Case of Consolidation, Merger or Sale of Assets.

          In case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a consolidation or merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Company (other than a conveyance, sale, transfer or lease of all or substantially all of the assets of the Company that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), the Person formed by such consolidation or resulting from such merger or which acquires 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 shall have the right thereafter, during the period such Security shall be convertible as specified in Section 12.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease 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, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-electing Share”), then for the purpose of this Section 12.11 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of 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 that, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII. The above provisions of this Section 12.11 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 1.6 promptly upon such execution.

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          Neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities upon the conversion of their Securities after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee upon request.

SECTION 12.13 Rights Issued in Respect of Common Stock.

          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 Common Stock (either initially or under certain circumstances specified in the documents governing such rights or warrants), which rights or warrants, until the occurrence of such certain circumstances (“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 not be deemed distributed for purposes of Section 12.4(1)(ii) until the occurrence of the earliest Trigger Event. In addition, in the event of any distribution of rights or warrants, or any Trigger Event with respect thereto, that shall have resulted in an adjustment to the Conversion Rate under Section 12.4(1)(ii), (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 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 any such rights or warrants all of which shall have expired without exercise by any holder thereof, the Conversion Price shall be readjusted as if such issuance had not occurred.

SECTION 12.14 Responsibility of Trustee for Conversion Provisions.

          The Trustee, subject to the provisions of Section 6.1, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, herein or in any

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supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 6.1, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6.1, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 6.1, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

ARTICLE XIII

REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER

SECTION 13.1 Right to Require Repurchase upon a Change in Control.

          In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.2, to require the Company to repurchase for cash, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Securities not theretofore called for redemption or repurchased by the Company, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), on the date (the “Repurchase Date”) that is not more than 45 days after the date of the Company Notice (as defined in Section 13.2) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest to, but excluding, the Repurchase Date (the “Repurchase Price”); provided, however, that installments of interest, if any, on Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.7. Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article IV, unless a Change in Control shall have occurred prior to such discharge. Whenever in this Indenture (including Sections 2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Indenture when such express mention is not made;

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provided, however, that for the purposes of Article XIII such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

SECTION 13.2 Notices; Method of Exercising Repurchase Right, Etc..

          (1) Unless the Company shall have theretofore called for redemption all of the Outstanding Securities, on or before the 30th day after the occurrence of a Change in Control, the Company or, at the request and expense of the Company on or before the 15th day after such occurrence, the Trustee, shall give to all Holders of Securities and to the Trustee, in the manner provided in Section 1.6, notice (the “Company Notice”) of the occurrence of the Change in Control and of the repurchase right set forth herein arising as a result thereof and the Company shall issue a Press Release including the information required to be included in such Company Notice hereunder. The Company shall also deliver a copy of such Company Notice to the Trustee.

          Each Company Notice shall state:

               (i) the Repurchase Date,

               (ii) the date by which the repurchase right must be exercised,

               (iii) the Repurchase Price,

               (iv) a description of the procedure that a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued interest,

               (v) that on the Repurchase Date the Repurchase Price will become due and payable in cash upon each such Security designated by the Holder to be repurchased, and that interest thereon will cease to accrue on and after such date,

               (vi) the Conversion Rate then in effect, whether the conversion rights are then exercisable, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and

               (vii) the place or places that the Security certificate with the Election of Holder to Require Repurchase as specified in Section 2.2 shall be delivered.

          No failure of the Company to give the foregoing notices or defect therein shall limit any Holder’s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Securities.

          If any of the foregoing provisions or other provisions of this Article XIV are inconsistent with applicable law, such law shall govern.

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          (2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) irrevocable written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Securities to be repurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.

          (3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash, as provided above, for payment to the Holder on the Repurchase Date; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date, on the date that is not more than 45 days after the date of the Company Notice.

          (4) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 0.50% per annum, and each such Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid.

          (5) Any Security that is to be repurchased only in part shall be surrendered to the Trustee (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 his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.

          (6) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.

          (7) The Company will comply with the Exchange Act and the rules and regulations promulgated under the Exchange Act, to the extent applicable, in connection with the Company Notice.

SECTION 13.3 Certain Definitions.

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For purposes of the foregoing sections of this Article XIII,

     (1) the term “beneficial owner” shall be determined in accordance with Rule 13d-3, as in effect on the date of the original execution of this Indenture, promulgated by the Commission pursuant to the Exchange Act;

     (2) a “Change in Control” shall be deemed to have occurred at the time, after the original issuance of the Securities, that any of the following occurs:

               (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the elections of directors, other than any such acquisition by the Company, any Subsidiary of the Company or any employee benefit plan of the Company; or

               (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company, or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Company to another Person, other than:

                    (a) any such transaction that does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of capital stock and pursuant to which the holders of 50% or more of the total voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors immediately prior to such 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 the election of directors of the continuing or surviving corporation immediately after such transaction; or

                    (b) any such transaction which is effected solely to change the jurisdiction of incorporation of the Company.

               (iii) any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, binding share exchange, combination, reclassification, recapitalization or otherwise) in connection with which all or substantially all of the Common Stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration which is not all or substantially all common stock that:

                    (a) is listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange, or

                    (b) is approved, or immediately after the transaction or event will be approved, for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices.

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          Provided, however, that a Change in Control shall not be deemed to have occurred if: (I) the Closing Sale Price of the Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Change in Control and the public announcement of the Change in Control (in the case of a Change in Control under clause (i) above) or the period of 10 consecutive Trading Days ending immediately before the Change in Control (in the case of a Change in Control under clause (ii) and (iii) above) shall, in the case of each of such five Trading Days, equal or exceed 105% of the Conversion Price of the Securities in effect on each of such five Trading Days; or (II) all of the consideration (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in a merger or consolidation otherwise constituting a Change in Control under clause (ii) above, consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on a national securities exchange or quoted on the Nasdaq National Market (or will be so traded or quoted immediately following such merger or consolidation) and as a result of such merger or consolidation the notes become convertible solely into such common stock, depositary receipts or other certificates representing common equity interests.

          (3) the term “Conversion Price” shall equal U.S. $1,000 divided by the Conversion Rate (rounded to the nearest U.S. $0.01); and

          (4) for purposes of Section 13.4(2)(i), the term “Person” shall include any syndicate or group which would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act, as in effect on the date of the original execution of this Indenture.

SECTION 13.4 Consolidation, Merger, Etc..

          In the case of any merger, consolidation, conveyance, sale, transfer or lease of all or substantially all of the assets of the Company to which Section 12.11 applies, in which the Common Stock of the Company is changed or exchanged as a result into the right to receive shares of stock and other securities or property or assets (including cash) which includes shares of common stock of another Person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States, the Person formed by such consolidation or resulting from such merger or combination or which acquires the properties or assets (including cash) of the Company, as the case may be, shall execute and deliver to 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) modifying the provisions of this Indenture relating to the right of Holders to cause the Company to repurchase the Securities following a Change in Control, including without limitation the applicable provisions of this Article XIII and the definitions of the Common Stock and Change in Control, as appropriate, and such other related definitions set forth herein as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply in the event of a subsequent Change in Control to the common stock and the issuer thereof if different

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from the Company and Common Stock of the Company (in lieu of the Company and the Common Stock of the Company).

SECTION 13.5 Repurchase at the Option of the Holder on the Purchase Date.

          (a) General. At the option of the Holder, the Securities shall be purchased by the Company on each February 15, of each of 2011, 2014, 2019, 2024 and 2029 (each a “Purchase Date”), in whole or in part, at 100% of the principal amount in cash, on the Purchase Date, of such Securities to be purchased, together with accrued and unpaid interest to, but excluding, the Purchase Date (the “Purchase Price”) upon delivery to the Paying Agent by the Holder, of a written notice of purchase (a “Purchase Notice”) at any time from the opening of business on the date that is 20 Business Days prior to the Purchase Date until the close of business on the Purchase Date. The Purchase Notice shall include the following information:

          (1) if certificated Securities have been issued, the certificate number of the Securities that the Holder will deliver to be purchased, or if no certificated Securities have been issued, such information as may be required under the applicable procedures of the Depositary and the Indenture;

          (2) the portion of the principal amount of the Securities that the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof;

          (3) that such Securities shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in this Indenture; and

          (4) that delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) (at the offices of the Paying Agent in the case of certificated Securities or otherwise by book-entry transfer) is 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 13.6 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.

          The Paying Agent shall promptly notify the Company of the receipt by it of a Purchase Notice.

          Any purchase by the Company contemplated pursuant to the provisions of this Section 13.6 shall be consummated by the delivery of the consideration from the Company to the Paying Agent, to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security.

          If the Paying Agent holds money or securities sufficient to pay the Purchase Price of the Securities on the Business Day following the Purchase Date in accordance with the terms of this Indenture, then, immediately after the Purchase Date, the Securities will cease to be Outstanding whether or not the Securities have been delivered to the Paying Agent. Thereafter, all other rights of

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the Holders shall terminate, other than the right to receive the Purchase Price upon delivery of the Securities.

          Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of a Security.

          (b) Notice of Optional Repurchase. The Company is required to give notice (the “Notice of Optional Repurchase”) to the Holders on a date that is no less than 20 Business Days prior to the Purchase Date. The Notice of Optional Repurchase shall be delivered to all Holders at their respective addresses shown in the Register and to beneficial owners as required by law, and shall include the following information:

          (1) the name and address of the Paying Agent;

          (2) that the Purchase Notice must be delivered by each Holder electing to have the Company repurchase such Holder’s Securities (or a portion thereof) as of the Purchase Date, to the Paying Agent the Notice of Optional Repurchase shall include a form of Purchase Notice;

          (3) that the Securities must be surrendered (by physical delivery at the office of the Paying Agent in the case of certificated Securities, or otherwise by book-entry transfer) to the Paying Agent to collect payment;

          (4) that the Purchase Price for any security 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 Security;

          (5) a brief summary of the conversion rights of the Securities;

          (6) the procedures for withdrawing a Purchase Notice and a sample form of Notice of Withdrawal; and

          (7) the CUSIP number or numbers of the Securities being purchased.

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

          The Company will comply with the Exchange Act and the rules and regulations promulgated under the Exchange Act, to the extent applicable, in connection with the Notice of Optional Repurchase.

          (c) Notice of Withdrawal. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 13.6 shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the Purchase

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Date by delivery of a written notice of withdrawal (a “Notice of Withdrawal”) to the Paying Agent. The Notice of Withdrawal shall indicate the following:

          (1) the principal amount of Securities being withdrawn;

          (2) if certificated Securities have been issued, the certificate numbers of the Securities being withdrawn or if certificated Securities have not been issued, such information as may be required under the applicable procedures of the Depositary and the Indenture; and

          (3) the principal amount, if any, that remains subject to the Purchase Notice.

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

ARTICLE XIV

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 14.1 Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee:

          (1) semi-annually, not more than 15 days after the Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities as of such date as the Trustee may reasonably request, and

          (2) at such other times as the Trustee may reasonably 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;

provided, however, that no such list need be furnished so long as the Trustee is acting as Security Registrar.

SECTION 14.2 Preservation of Information.

          (1) 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 14.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list, if any, furnished to it as provided in Section 14.1 upon receipt of a new list so furnished.

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          (2) After this Indenture has been qualified under the Trust Indenture Act, 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 duties of the Trustee, shall be as provided by the Trust Indenture Act.

          (3) 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 names and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 14.3 Reports by Trustee.

          (1) 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.

          (2) 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 the Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when the Securities are listed on any stock exchange.

SECTION 14.4 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 such 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.

ARTICLE XV

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 15.1 Indenture and Securities Solely Corporate Obligations.

          No recourse for the payment of the principal of or premium, if any, or interest, if any, on any Security and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Security, or because of the creation of any

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indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

          This instrument 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.

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

SOLECTRON	CORPORATION
By:
Name:
Title:
U.S. BANK	NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Title:

ANNEX B — Form of Surrender Certificate

          In connection with the certification contemplated by Section 12.2 relating to compliance with certain restrictions relating to transfers of Restricted Securities, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company and Goldman, Sachs & Co.:

CERTIFICATE

SOLECTRON CORPORATION

0.50% CONVERTIBLE SENIOR NOTES DUE FEBRUARY 15, 2034

          This is to certify that as of the date hereof with respect to U.S. $___principal amount of the above-captioned securities surrendered on the date hereof (the “Surrendered Securities”) for registration of transfer, or for conversion or repurchase where the securities issuable upon such conversion or repurchase are to be registered in a name other than that of the undersigned Holder (each such transaction being a “transfer”), the undersigned Holder (as defined in the Indenture) certifies that the transfer of Surrendered Securities associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below:

The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or

The transfer of the Surrendered Securities complies with Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”); or

The transfer of the Surrendered Securities has been made to an institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act in a transaction exempt from the registration requirements of the Securities Act and a signed letter containing certain representations and agreements relating to restrictions on transfer of the Securities (and if such transfer is for an aggregate principal amount less than $250,000 an opinion of counsel acceptable to the Company if requested by the Company, that such transfer is exempt from registration); or

The transfer of the Surrendered Securities has been made pursuant to an exemption from registration under the Securities Act and an opinion of counsel has been delivered to the Company with respect to such transfer.

[Name of Holder]

Dated:                                        

*To be dated the date of surrender

EX-5.1

Exhibit 5.1

[WSGR Letterhead]

February 1, 2005

Solectron Corporation
847 Gibraltar Drive, Building 5
Milpitas, California 95035

Ladies and Gentlemen:

     We have acted as counsel to Solectron Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-4 (as amended, the “Registration Statement”), relating to the Company’s offer to exchange up to $450,000,000 aggregate principal amount of 0.5% Convertible Senior Notes, Series B due 2034 of the Company (the “New Notes”), plus cash up to $1,125,000 for any or all of the $450,000,000 aggregate principal amount of issued and outstanding 0.5% Convertible Senior Notes due 2034 of the Company (the “Outstanding Notes”). The Company proposes to offer, upon the terms set forth in the Registration Statement, to exchange $1,000 principal amount of New Notes and $2.50 in cash for each $1,000 principal amount of the Outstanding Notes (the “Exchange Offer”). The New Notes will be issued under an Indenture (the “New Indenture”), to be entered into between the Company and U.S. Bank National Association, as trustee (the “Trustee”).

     In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the form of New Indenture, the form of New Note set forth in the New Indenture and filed as an exhibit to the Registration Statement and such records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

     In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. Additionally, we have assumed that the New Indenture will be executed in a form identical to the form of Indenture filed as Exhibit 4.1 to the Registration Statement. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company or of public officials, including those delivered to others in connection with the issuance of the New Notes.

     Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion as of this date that (i) the New Notes have been duly authorized by all necessary corporate action on the part of the Company and, when duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the New Indenture and as contemplated by the Registration Statement, will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms and (ii) the common stock of the Company issuable upon conversion of the New Notes has been duly authorized and when issued upon conversion of the New Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

     Our opinions expressed above are specifically subject to the following additional limitations, exceptions, qualifications and assumptions:

1.	The effect of the laws of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors.
2.	The effect of general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy and unconscionability, 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.
3.	The unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy.
4.	The effect of Delaware, New York and federal laws relating to usury or permissible rates of interest for loans, forbearances or the use of money.

     The opinions expressed herein are limited to the corporate laws of the State of Delaware, the corporate laws of the State of New York, and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

     This opinion letter is rendered as of the date first written above in connection with the Registration Statement. Our opinions are expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein.

     We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the prospectus which is a part of the Registration Statement.

Very truly yours,  

/s/ Wilson Sonsini Goodrich &
      Rosati, Profession Corporation 

-2-

EX-8.1

Exhibit 8.1

February 1, 2005

Solectron Corporation
847 Gibraltar Drive
Milpitas, CA 95035

Ladies and Gentlemen:

     We have acted as counsel to Solectron Corporation, a Delaware corporation (“Solectron”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”), which includes the prospectus (the “Prospectus”) relating to Solectron’s offer to exchange (the “Exchange Offer”) $450,000,000 principal amount of its 0.50% Convertible Senior Notes, Series B, due 2034 (the “New Notes”) plus a cash payment for any or all of its outstanding 0.50% Convertible Senior Notes due 2034 (the “Outstanding Notes”). This opinion is being rendered pursuant to the requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as amended. Unless otherwise indicated, any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Prospectus or Indenture to be entered into between Solectron and U.S. Bank National Association, as trustee (the “Indenture”), which we have assumed will be executed in substantially the same form as the form of Indenture filed as Exhibit 4.1 to the Registration Statement.

     In connection with this opinion, we have examined and are familiar with the Indenture, the Offering Circular dated February 9, 2004 relating to the Outstanding Notes, the Registration Statement, and such other presently existing documents, records and matters of law as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed, without any independent investigation or examination thereof (i) that the Exchange Offer will be consummated in accordance with the provisions of the Indenture and in the manner contemplated by the Prospectus and will be effective under applicable state law, and that the parties have complied with and, if applicable, will continue to comply with, the covenants, conditions and other provisions contained in the Indenture without any waiver, breach or amendment thereof, (ii) the continuing truth and accuracy at all times through the consummation of the Exchange Offer and thereafter where relevant of the statements, representations and warranties made by Solectron in the Indenture or the Prospectus, (iii) the continuing truth and accuracy at all times through the consummation of the Exchange Offer and thereafter where relevant of the representations made to us by Solectron and (iv) that any such statements, representations or warranties made “to the knowledge” or based on the belief or intention of Solectron or similarly qualified are true and accurate, and will continue to be true and accurate at all times through the consummation of the Exchange Offer and thereafter where relevant, without such qualification.

     Based upon and subject to the foregoing, the discussion contained in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” subject to the limitations and qualifications referred to therein, accurately sets forth the material U.S. federal income tax consequences of the Exchange Offer. There can be no assurance that changes in the law will not take place that could affect the U.S. federal income tax consequences of the Exchange Offer, or that contrary positions may not be taken by the Internal Revenue Service. In the event any of the facts, statements, descriptions, covenants, representations, warranties, or assumptions upon which we have relied is incorrect, our opinion might be adversely affected and may not be relied upon.

     This opinion is furnished to you solely for use in connection with the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement. We also consent to the reference to our firm name wherever appearing in the Registration Statement with respect to the discussion of the material federal income tax consequences of the Exchange Offer, including the

Solectron Corporation
February 1, 2005
Page 2

Prospectus constituting a part thereof, and any amendment thereto. In giving this consent, we do not thereby admit that we are in 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 thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours, 

/s/ Wilson Sonsini Goodrich & Rosati, Professional
Corporation 

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
 

EX-12.1

Exhibit 12.1

Consolidated Fixed Charge Computation for
Solectron Corporation
($Millions)

	Three months ended November 30,
	2004		2003
Losses:
Net income (loss)	$	55.9	$	(119.8	)
Discontinued operations income (loss), net of tax		9.0		(67.6	)
Income tax expense		4.7		2.5
Income (loss) from continuing operations before income tax expense	$	51.6	$	(49.7	)
Add back: fixed charges		22.9		51.2
Earnings before fixed charges		74.5		1.5
Fixed Charges:
Interest portion of rental expense	$	6.6	$	7.3
Interest expense		16.3		43.9
	$	22.9	$	51.2
Ratio of earnings to fixed charges		3.3		—
Deficiency of earnings to fixed charges	$	—	$	(49.7	)

Consolidated Fixed Charge Computation for
Solectron Corporation
($Millions)

	Year Ended August 31
	2004			2003			2002			2001			2000
Losses:
Net (loss) income	$	(168.9	)	$	(3,462.0	)	$	(3,110.2	)	$	(123.5	)	$	497.2
Discontinued operations (income) loss, net of tax		(82.9	)		442.2			39.4			33.4			(44.0	)
Income tax (benefit) expense		(0.3	)		532.1			(449.0	)		(35.9	)		223.5
(Loss) income from continuing operations before income tax (benefit) expense	$	(252.1	)	$	(2,487.7	)	$	(3,519.8	)	$	(126.0	)	$	676.7
Add back: fixed charges		171.0			236.2			272.4			199.4			99.3
Earnings before fixed charges		(81.1	)		(2,251.5	)		(3,247.4	)		73.4			776.0
Fixed Charges:
Interest portion of rental expense	$	26.8		$	29.1		$	33.6			24.6			27.7
Interest expense		144.2			207.1			238.8			174.8			71.6
	$	171.0		$	236.2		$	272.4		$	199.4		$	99.3
Ratio of earnings to fixed charges		—			—			—			0.4			7.8
Deficiency of earnings to fixed charges	$	(252.1	)	$	(2,487.7	)	$	(3,519.8	)	$	(126.0	)		—

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Solectron Corporation

We consent to the incorporation by reference in Amendment No. 1 of the registration statement (333-122032) on Form S-4 of Solectron Corporation, of our report dated October 18, 2004, with respect to the consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity, comprehensive loss, and cash flows for each of the years in the three-year period ended August 31, 2004, and the related financial statement schedule, which appears in the August 31, 2004 annual report on Form 10-K of Solectron Corporation, and to the reference to our firm under the heading “Experts” in the Registration Statement.

Our report, dated October 18, 2004, contains an explanatory paragraph stating that effective as of September 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”.

/s/ KPMG LLP
Mountain View, California
January 31, 2005

EX-25.1

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
(Address of principal executive offices) 55402
(Zip Code)

Paula Oswald
U.S. Bank National Association
633 W. 5^TH Street, 24^th Floor
Los Angeles, CA 90071
(213) 615-6043
(Name, address and telephone number of agent for service)

Solectron Corporation

(Issuer with respect to the Securities)

DELAWARE	94-2447045
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

847 Gibraltar Drive, Milpitas, CA
(Address of Principal Executive Offices) 95035
(Zip Code)

0.50% Convertible Senior Notes, Series B due February 15, 2034
(Title of the Indenture Securities)

FORM T-1

Item 1.	GENERAL INFORMATION. Furnish the following information as to the Trustee.
	a)	Name and address of each examining or supervising authority to which it is subject.
			Comptroller of the Currency
			Washington, D.C.
	b)	Whether it is authorized to exercise corporate trust powers.
			Trustee is authorized to exercise corporate trust powers.
Item 2.	AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
		None

In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and has also examined its own books and records for the purpose of answering this item.

Items 3-15	Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.	LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee.*
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

*

Incorporated by reference to Registration Number 333-67188.

A copy of the Articles of Association of the trustee, as now in effect, is on file with the Securities and Exchange Commission as an Exhibit with corresponding exhibit number to the Form T-1 of Structured Obligations Corporation, filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended (the “Act”), on November 16, 2001 (Registration No. 333-67188), and is incorporated herein by reference.

NOTE

     The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 28th day of January, 2005.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Paula Oswald
	Paula Oswald
	Vice President

2

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: January 28, 2005

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Paula Oswald
	Paula Oswald
	Vice President

3

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2004

($000’s)

	9/30/2004
Assets
Cash and Due From Depository Institutions	$	6,973,101
Federal Reserve Stock		0
Securities		39,400,687
Federal Funds		2,842,037
Loans & Lease Financing Receivables		121,000,954
Fixed Assets		1,846,496
Intangible Assets		10,035,484
Other Assets		10,354,644
Total Assets	$	192,453,403
Liabilities
Deposits	$	122,247,349
Fed Funds		3,377,719
Treasury Demand Notes		3,968,574
Trading Liabilities		145,128
Other Borrowed Money		30,331,854
Acceptances		146,102
Subordinated Notes and Debentures		5,535,512
Other Liabilities		6,060,066
Total Liabilities	$	171,812,304
Equity
Minority Interest in Subsidiaries	$	1,013,889
Common and Preferred Stock		18,200
Surplus		11,792,288
Undivided Profits		7,816,722
Total Equity Capital	$	20,641,099
Total Liabilities and Equity Capital	$	192,453,403

4

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

Solectron Corporation

OFFER TO EXCHANGE NEWLY ISSUED

0.50% CONVERTIBLE SENIOR NOTES, SERIES B DUE 2034

PLUS UP TO $1,125,000 IN CASH ($2.50 PER $1,000 PRINCIPAL AMOUNT)

FOR ANY AND ALL OUTSTANDING

0.50% CONVERTIBLE SENIOR NOTES DUE 2034

THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 10, 2005 UNLESS EXTENDED (THE “EXPIRATION DATE”). WITHDRAWAL RIGHTS FOR ACCEPTANCES OF THE EXCHANGE OFFER WILL EXPIRE AT THAT TIME, UNLESS THE EXPIRATION DATE IS EXTENDED.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

Facsimile Transmission:

(for eligible institutions only):

(651) 495-8158

To Confirm by Telephone:

(651) 495-4738

By Hand and Overnight Delivery or Certified Mail:

U.S. Bank National Association

Corporate Trust Operations

Reorganization Unit

60 Livingston Avenue

St. Paul, Minnesota 55107-2292

Attn: Specialized Finance

Solectron Corporation

0.50% Convertible Senior Notes due 2034

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      The undersigned acknowledges that he or she has received and reviewed the preliminary prospectus included in the registration statement filed by Solectron Corporation (the “Issuer”) on January 13, 2005, and any amendments or supplements thereto (the “Prospectus”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Issuer’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $450,000,000 of the Issuer’s newly issued 0.50% Convertible Senior Notes, Series B due 2034 (the “New Notes”), which will be registered under the Securities Act of 1933 (the “Securities Act”), and cash ($2.50 per $1,000 principal amount) (the “Cash Consideration”), for a like principal amount of the Issuer’s outstanding 0.50% Convertible Senior Notes due 2034 (the “Outstanding Notes”) from the registered holders thereof. Except as set forth in the Prospectus under the caption “Summary — Material Differences Between the Outstanding Notes and the New Notes,” the terms of the New Notes are identical in all material respects to the terms of the Outstanding Notes.

      The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

      List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED
		Aggregate
		Principal Amount
		Represented by
Names(s) and Address(es) of Registered Holder(s)	Certificate	Outstanding	Principal Amount
(Please fill in)	Number(s)*	Notes	Tendered**
	Total
* Need not be completed if Outstanding Notes are being tendered by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 2.

      This Letter of Transmittal is to be used either if certificates representing Outstanding Notes are to be forwarded herewith or if delivery of Outstanding Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Exchange.” DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

      Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Exchange — Guaranteed Delivery Procedures.”

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

The Depository Trust Company Account Number

Transaction Code Number

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Window Ticket Number (if any)

Name of Eligible Institution that Guaranteed Delivery

Date of Execution of Notice of Guaranteed Delivery

If Delivered by Book-Entry Transfer:

Account Number            Transaction  Code Number                                                             

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

2

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      1. Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered hereby, the undersigned hereby irrevocably sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Outstanding Notes as are being tendered hereby.

      2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Outstanding Notes tendered hereby and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, interests, restrictions of any kind and encumbrances and not subject to any adverse claim when the same are accepted by the Issuer.

      3. The undersigned irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as an agent of the Issuer) with respect to the Outstanding Notes, with full power of substitution, revocation and resubstitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (a) present or cause to be presented the Outstanding Notes and all evidences of transfer and authenticity to, or transfer ownership of, the Outstanding Notes, on the account books maintained by the Book-Entry Transfer Facility to, or upon the order of, the Issuer, and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of the Outstanding Notes, all in accordance with the terms of and conditions to the Exchange Offer.

      4. The undersigned releases and discharges the Issuer and the trustee under the indenture governing the Outstanding Notes from any and all claims the undersigned may have now or in the future, arising out of or related to the Outstanding Notes, but excluding any such claims under the federal securities law.

      5. The undersigned understands that if the undersigned tenders Outstanding Notes and the Issuer accepts the Outstanding Notes for exchange, such acceptance will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal.

      6. The undersigned understands that, under certain circumstances and subject to certain conditions of the Exchange Offer (each of which the Issuer may waive), set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer,” the Issuer may not be required to accept for exchange any of the Outstanding Notes tendered (including any Outstanding Notes tendered after the Expiration Date). Any Outstanding Notes not accepted for exchange will be returned promptly to the undersigned at the address set forth above, unless otherwise indicated below under “Special Delivery Instructions.”

      7. The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Outstanding Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders.” See Instruction 9.

      8. Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, the New Notes (and, if applicable, substitute certificates representing Outstanding Notes for any Outstanding Notes not exchanged) and the Cash Consideration will be issued or paid, as applicable, in the name of the undersigned or, in the case of a book-entry delivery of Outstanding Notes, the account indicated above maintained at the Book-Entry Transfer Facility will be credited. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, the New Notes (and, if applicable, substitute certificates representing Outstanding Notes for any Outstanding Notes not exchanged) and the Cash Consideration will be sent to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered.”

3

     THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 3 and 4)

   To be completed ONLY if the payment of the Cash Consideration is to be made to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal below or if certificates for Outstanding Notes not exchanged and/or New Notes are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal below, or if Outstanding Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue    o  Payment    o  New Notes    o  Outstanding Notes

(check as applicable) to:

Name(s)*

(Please type or print)

(Please type or print)

(Please type or print)

Address:

Zip Code

(* Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY)

Credit unexchanged Outstanding Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility

Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

   To be completed ONLY if the payment of the Cash Consideration is to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal below or if certificates for Outstanding Notes not exchanged and/or New Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal below or to such person or persons at an address other than shown in the box entitled “Description of Outstanding Notes Tendered” on this Letter of Transmittal above.

Mail New Notes and/or Outstanding

Notes to:

Name(s)*

(Please type or print)

(Please type or print)

(Please type or print)

Address:

Zip Code

(* Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

X		, 2005
X		, 2005
X		, 2005
Signature(s) of Holder(s)	Date

Area Code and Telephone Number 

If a holder is tendering any Outstanding Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Outstanding Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

Capacity:

Address:

Telephone:

Employer Identification or Social Security Number:

SIGNATURE GUARANTEE

(if required by Instruction 3)

Signature(s) Guaranteed

by an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

_________________________________________________________________________________________________________ , 2005

(Date)

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INSTRUCTIONS

1. Delivery of this Letter of Transmittal and Notes; Guaranteed Delivery Procedures.

      This Letter of Transmittal is to be completed by holders of Outstanding Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Exchange.” Certificates for all physically tendered Outstanding Notes, or book-entry confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to Midnight, New York City time, on the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Outstanding Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof.

      Holders whose certificates for Outstanding Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to Midnight, New York City time, on the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Outstanding Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Exchange — Guaranteed Delivery Procedures.” Pursuant to such procedures, (a) such tender must be made through an Eligible Institution (as defined below), (b) on or prior to Midnight, New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution, a written or facsimile copy of a properly completed and duly executed Letter of Transmittal and Notice of Guaranteed Delivery, substantially in the form provided by the Issuer, setting forth the name and address of the holder of Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the Eligible Institution will deliver to the Exchange Agent the certificates for all certificated Outstanding Notes being tendered, in proper form for transfer, or a book-entry confirmation, as the case may be, a written or facsimile copy of the Letter of Transmittal or a book-entry confirmation, as the case may be, and any other documents required by this Letter of Transmittal, and (c) the certificates for all certificated Outstanding Notes, in proper form for transfer, or book-entry confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE ISSUER.

      See “The Exchange Offer” section in the Prospectus.

2. Partial Tenders (not applicable to holders who tender by book-entry transfer).

      If less than all of the Outstanding Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Outstanding Notes to be tendered in the box above entitled “Description of Outstanding Notes Tendered” under “Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Outstanding Notes of a tendering holder who physically delivered Outstanding Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

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3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

      If this Letter of Transmittal is signed by the registered holder of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

      If any tendered Outstanding Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

      When this Letter of Transmittal is signed by the registered holder or holders of the Outstanding Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any nontendered Outstanding Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

      If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificates(s) or bond powers must be guaranteed by an Eligible Institution.

      If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

      Endorsements on certificates for Outstanding Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program (each an “Eligible Institution” and collectively, the “Eligible Institutions”).

      Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if (a) the Outstanding Notes are tendered (i) by a registered holder of Outstanding Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Outstanding Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal, or (ii) for the account of an Eligible Institution and (b) the box entitled “Special Issuance Instructions” on this Letter of Transmittal has not been completed.

4. Special Issuance and Delivery Instructions.

      Tendering holders of Outstanding Notes should indicate in the applicable box or boxes the name and address to which New Notes issued pursuant to the Exchange Offer, substitute certificates evidencing Outstanding Notes not exchanged and/or checks for the payment of the Cash Consideration are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Outstanding Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal or to the person’s account maintained at the Book-Entry Transfer Facility.

5. Transfer Taxes.

      Tendering holders of Outstanding Notes will not be obligated to pay any transfer taxes in connection with a tender of their Outstanding Notes for exchange unless a holder instructs the Issuer to register New Notes in the name of, or

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requests that Outstanding Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed to such tendering holder and the Exchange Agent will retain possession of an amount of New Notes or Outstanding Notes, as the case may be, with a face amount equal to the amount of such transfer taxes due by such tendering holder pending receipt by the Exchange Agent of the amount of such taxes.

6. Waiver of Conditions.

      The Issuer reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

7. No Conditional Tenders.

      No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

      Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Issuer, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

8. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

      Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9. Withdrawal of Tenders.

      Tenders of Outstanding Notes in connection with the Exchange Offer may be withdrawn at any time prior to Midnight, New York City time, on the Expiration Date. For a withdrawal to be effective, the Exchange Agent must receive written notice of withdrawal at the address above on or prior to the Expiration Date. Any notice of withdrawal must (a) specify the name of the holder that tendered the Outstanding Notes to be withdrawn, (b) contain a statement that the holder is withdrawing his or her election to tender his or her Outstanding Notes in the Exchange Offer, (c) state the principal amount of the Outstanding Notes to be withdrawn, and (d) be signed by the holder in the same manner as the original signature in this Letter of Transmittal by which the Outstanding Notes were previously tendered, including any required signature guarantees.

      Beneficial owners desiring to withdraw Outstanding Notes previously tendered should contact the Book-Entry Transfer Facility participant through which such beneficial owners hold their Outstanding Notes. In order to withdraw Outstanding Notes previously tendered, a Book-Entry Transfer Facility participant may, prior to the Expiration Date, withdraw its instruction previously transmitted through the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”) by (a) withdrawing its acceptance through ATOP or (b) delivering to the Exchange Agent by mail, hand delivery or facsimile transmission, notice of withdrawal of such instruction. The notice of withdrawal must contain the name and number of the Book-Entry Transfer Facility participant. Withdrawal of a prior instruction will be effective upon receipt of the notice of withdrawal by the Exchange Agent. All signatures on a notice of withdrawal must be guaranteed by an Eligible Institution. However, signatures on the notice of withdrawal need not be guaranteed if the Outstanding Notes being withdrawn are held for the account of an Eligible Institution. A withdrawal of an instruction must be executed by a Book-Entry Transfer Facility participant in the same manner as such Book-Entry Transfer Facility participant’s name appears on its transmission through ATOP to which such withdrawal relates. A Book-Entry Transfer Facility participant may withdraw a tender only if such withdrawal complies with the provisions described in this paragraph.

      Withdrawals of tenders of Outstanding Notes may not be rescinded and any Outstanding Notes withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. Properly withdrawn Outstanding Notes, however, may be retendered by following the procedures described above at any time prior to the Expiration Date.

8

10. Validity of Surrender; Irregularities.

      All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Issuer in its sole discretion, which determination will be final and binding on all parties. The Issuer reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Issuer’s acceptance of which would, in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves the right to waive any defects, irregularities, or conditions of tender as to particular Outstanding Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter of Transmittal) will be final and binding on all parties, provided that the Issuer will not waive any condition to the Exchange Offer with respect to an individual holder of Outstanding Notes unless the Issuer waives that condition for all holders.

11. Requests for Assistance or Additional Copies.

      Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

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IMPORTANT TAX INFORMATION

      Each prospective holder of New Notes must complete the attached Substitute Form W-9 (or the appropriate form W-8, as described below). Under current federal income tax law, a holder of New Notes is required to provide the Issuer (as payor) with such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent any backup withholding potentially on the Cash Consideration and any payments received in respect of the New Notes. If a holder of New Notes is an individual, the TIN is such holder’s social security number. If the Issuer is not provided with the correct taxpayer identification number, a holder of New Notes may be subject to a $50 penalty imposed by the Internal Revenue Service.

      Certain holders of New Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. Exempt prospective holders of New Notes should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Issuer, through the Exchange Agent, the appropriate Internal Revenue Service Form W-8 (e.g., Form W-8BEN, Form W-8ECI or Form W-8IMY) properly completed and signed under penalty of perjury, attesting to the holder’s exempt status. The appropriate Form W-8 will be provided by the Exchange Agent upon request. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.

      If backup withholding applies, the Issuer is currently required to withhold 28% of any “reportable payment” made to the holder of New Notes or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

      To prevent backup withholding potentially on the Cash Consideration and with respect to any payments received in respect of the New Notes, each prospective holder of New Notes must provide the Issuer, through the Exchange Agent, with either: (a) such prospective holder’s correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective holder is awaiting a TIN) and that (i) such prospective holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such prospective holder that he or she is no longer subject to backup withholding or (b) an other adequate basis for exemption.

What Number to Give the Exchange Agent

      The prospective holder of New Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the New Notes. If the New Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report.

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PAYOR’S NAME:

	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social security number(s) or Employer identification number(s)
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 2 — Certification — Under penalties of perjury, I certify that: (1) the number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding either because I am exempt from backup withholding, I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a resident alien).
Payor’s Request for Taxpayer Identification Number (TIN)	Certificate Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2)	Part 3 Awaiting TIN o

Signature      Date __________ , 2005

NOTE: FAILURE BY A PROSPECTIVE HOLDER OF NEW NOTES TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING (CURRENTLY AT A RATE OF 28%) ON THE CASH CONSIDERATION AND ANY PAYMENTS MADE TO YOU IN RESPECT OF THE NEW NOTES DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

          I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver such an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 28% or such other applicable percentage of all reportable payments made to me thereafter will be withheld until I provide such a number.

Signature Date , 2005

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February 1, 2005

Via Edgar and Courier

Peggy A. Fisher
Tim Buchmiller
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303

     Re:  Solectron Corporation
Registration Statement on Form S-4 filed January 13, 2005
  Registration No. 333-122032
Schedule TO-I filed January 13, 2005
  Registration No. 5-41005

Dear Ms. Fisher and Mr. Buchmiller:

     On behalf of Solectron Corporation (the “Company”), we submit this letter in response to comments from the staff of the Securities and Exchange Commission (the “Staff”), received by letter, dated January 26, 2005, relating to the Company’s offer to exchange (the “Exchange Offer”) up to $450,000,000 aggregate principal amount of its 0.50% Convertible Senior Notes, Series B due 2034 (the “New Notes”) plus up to $1,125,000 in cash ($2.50 per $1,000 principal amount) for any or all of the Company’s outstanding 0.50% Convertible Senior Notes due 2034 (the “Outstanding Notes”) and the Registration Statement on Form S-4 (Registration No. 333-122032) (the “Registration Statement”) relating to the Exchange Offer and the Schedule TO-I (Registration No. 5-41005) (the “Schedule TO”) relating to the Exchange Offer, each filed on January 13, 2005.

     The supplemental information set forth herein has been supplied by the Company for use herein, and all of the responses set forth herein to the Staff’s comments have been reviewed and approved by the Company. Set forth below are the Staff’s comments followed by the Company’s responses, which are numbered to correspond with the numbers set forth in the Staff’s comment letter. In this letter, all page references, including those set forth in the Staff’s comments, have been updated to refer to page numbers in Amendment No. 1. We intend that capitalized terms used herein without definition shall have the meanings expressed in the Registration Statement. In response to the Staff’s comments, we are filing with this letter Amendment No. 1 to the Registration Statement and Amendment No. 1 to the Schedule TO.

     Comment:

     Schedule TO-I

1.   We note the press release issued January 13, 2005, filed pursuant to Rule 425. Please advise us how you commenced this offer. See Rule 13e-4(e)(2).

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 2

     Response:

     On January 13, 2005, the Company caused to be mailed, in compliance with Rule 13e-4(e)(2), the preliminary prospectus, the letter of transmittal and various other documentation, constituting the means to tender Outstanding Notes, to record and beneficial holders of the Outstanding Notes.

     Comment:

2.   Refer to Item 10(a)(5). We note that you incorporate by reference the financial information required by Item 1010(a) of Regulation M-A. Item 1010(c) of Regulation M-A requires that at least a summary of that information be disseminated to note holders. See Instruction 6 to Item 10 of Schedule TO and Regulation M-A telephone interpretation H.7 available at www.sec.gov in the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations. It appears that you have not provided the required financial information. Please revise the Form S-4 to include the book value per share and advise us how you intend to disseminate the information.

     Response:

     The Registration Statement and the Schedule TO have been revised to include the book value per share, as defined, as of the date of the most recent balance sheet presented in the preliminary prospectus. The Company believes that the dissemination of such information by filing the amended Registration Statement and amended Schedule TO is adequate because both such amendments will have been filed with the Commission and publicly available for a significant period prior to the expiration of the Exchange Offer. Additionally, such information, in this case, is not material either to the Company or to a security holder’s decision about whether to participate in the Exchange Offer. The Company does not believe that further dissemination would be warranted as it may cause confusion, unnecessary expense and delay to highlight information that it believes, in this case, clearly is not relevant to a holder’s investment decision.

     Comment:

     Registration Statement on Form S-4

     Early Commencement

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 3

3.   Although the requirement to deliver a final prospectus has been eliminated under Regulation M-A for exchange offers commenced before effectiveness of the registration statement, offerors still must file a final prospectus. The obligation to file a final prospectus is not satisfied by the filing of an amendment to the registration statement before effectiveness. See, on our website www.sec.gov, Telephone Interpretation Manual Supplement dated July 2001, Section I.E.3, for more information. Please confirm to us that Solectron will satisfy its obligations to file a final prospectus, after effectiveness, in accordance with the above interpretation.

     Response:

     The Company hereby confirms that it will satisfy its obligation to file a final prospectus after effectiveness of the Registration Statement.

     Comment:

     Registration Statement Cover Page

4.   Please indicate the amount of common stock, and the associated preferred stock purchase rights, issuable upon conversion of the new notes in the “Calculation of Registration Fee” table. You should use a good-faith estimate to register the maximum amount of shares, and the associated preferred stock purchase rights, that could be issued upon conversion of the new notes. If that estimate is insufficient, you will need to file a new registration statement to register the additional shares, and the associated preferred stock purchase rights, at the appropriate time. With regard to your footnote number 2, please note that Rule 416 does not permit you to register an indeterminate amount of common stock to be issued upon conversion of the new notes. See Phone Interpretation 2S available at www.sec.gov in the March 1999 Supplement (Securities Act Rules subsection) to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations. In addition, please ensure that your counsel’s legality opinion also covers the legality of the shares of common stock that will be registered and that your “Legal Matters” section is revised accordingly.

     Response:

     The Company has revised the cover page of the Registration Statement to register the number of shares of common stock and associated preferred stock purchase rights issuable upon conversion of the new notes reflecting its good faith estimate of the maximum amount that could be issued upon conversion of the new notes.

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 4

     Comment:

     Cover Page of Prospectus

5.   We note your legend states “[t]he information in this prospectus is not complete and may be changed.” We also recognize that a preliminary prospectus used to commence an exchange offer early under Rule 162 must include the “red herring” legend required by Item 501(b)(10) of Regulation S-K. The sample legend provided in Item 501(b)(10)(iv) that indicates information in the prospectus is “not complete and may be changed,” however, should be appropriately tailored to explain that the prospectus may be amended. The legend should not state that the prospectus is not complete or is otherwise subject to completion. The preliminary prospectus disseminated to security holders must contain all required information, including pricing information, in order to effectively “commence” the exchange offer. Information may not be omitted under Rules 430 or 430A. Please see Telephone Interpretation Manual Supplement dated July 2001, Section I.E.2, for an example of a legend that may be used when an exchange offer is commenced early under Rule 162.

     Response:

     The Company has revised the legend on the cover of the preliminary prospectus in a manner consistent with the example provided in the Telephone Interpretation Manual Supplement, dated July 2001, Section I.E.2. The Company supplementally advises the Staff that it believes the preliminary prospectus, dated January 13, 2005 contained all required information, including pricing information, necessary to “commence” the Exchange Offer.

     Comment:

     General

6.   Please provide a background section in your prospectus that summarizes the issuance of the outstanding notes, the filing of the resale registration statement (Registration Statement No. 333-114447) declared effective on July 21, 2004, the commencement of your exchange offer, and your intentions with respect to the resale registration statement.

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 5

     Response:

     The Company has revised the preliminary prospectus to provide the requested background section.

     Comment:

7.   Confirm supplementally, if true, that you applied the guidance in EITF Issue No. 96-19 with respect to your accounting treatment for the exchange transaction.

     Response:

     The Company confirms to you that it applied the guidance in EITF Issue No. 96-19 in its accounting treatment of the Exchange Offer. In performing the EITF 96-19 analysis, the Company considered cash offered to holders of the Outstanding Notes as well as whether any modification to the terms of the Outstanding Notes would take place.

     Comment:

     Disclosure Regarding Forward-Looking Statements – Page ii

8.   You state that you “disclaim any intention or obligation to update or revise any forward-looking statements...” This disclosure is inconsistent with your obligation under Rule 13e-4(d)(2) to amend the document to reflect a material change in the information previously disclosed. Please revise.

     Response:

     The Company has revised the disclosure in the preliminary prospectus to comply with the Staff’s request by striking the disclaimer. The Company has added a cautionary statement that forward-looking statements appearing in or incorporated by reference into the preliminary prospectus speak only as of the date made. The Company understands that any change in the accuracy of such information, if material, could require a pre-effective amendment to the Registration Statement and possibly an extension of the Exchange Offer.

     Comment:

Summary of the Exchange Offer – Purpose of the Exchange Offer – Page 3; and The Exchange Offer – Purpose of the Exchange Offer – Page 33

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 6

9.   Please expand your discussion of the purpose of the exchange offer to indicate, if true, that the adoption by the Financial Accounting Standards Board of EITF 04-8 changes the accounting rules applicable to the outstanding notes, and to describe the material effects of those changes and the material effects that will result from your consummation of the exchange offer, due to the applicable accounting rules, the conversion features of your new notes, or otherwise. Please ensure that your discussion briefly explains the impact that the conversion features of your new notes will have on the number of shares that you include in the calculation of the number of your fully diluted shares outstanding as compared to the number of shares that would be have been calculated based upon the conversion features of your outstanding notes.

     Response:

     The Company has revised the indicated sections of the preliminary prospectus as the Staff requested.

     Comment:

     Summary of the New Notes – Conversion – Pages 13 to 14

10.   Please indicate (i) the price at which your common stock must trade in order for holders of the new notes to be able to convert the new notes, and (ii) the price at which your common stock must trade in order for the holders of the new notes to be eligible to receive shares of your common stock upon conversion of the new notes, and, for each of (i) and (ii), indicate the most recent date on which your common stock has traded at or above that price.

     Response:

     The Company has revised the indicated section of the preliminary prospectus to include the information the Staff requested.

     Comment:

     Risk Factors – Pages 19 to 32

11.   Please revise the second italicized sentence of the first paragraph and the third italicized sentence of the second paragraph of the introduction to your “Risk Factors” section to clarify that you have included all material risk factors and revise your risk factors as necessary to include a discussion of all material risks.

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 7

     Response:

     The Company has revised the indicated text of the preliminary prospectus as the Staff requested.

     Comment:

     Risk Factors – Risks Related to the New Notes – Pages 19 to 24

12.   We note that your risk factors appear to describe risks associated with the new notes only without contrasting those risks to risks currently existing under the outstanding notes. Please revise your risk factors to better describe the material risks of the new notes and how those risks differ from the material risks of the outstanding notes.

     Response:

     The Company has revised the Risk Factor section to describe better the material risks of the New Notes and the manner in which those risks differ from the material risks of the Outstanding Notes.

     Comment:

     No Public market exists for the new notes – Page 22

13.   Please clarify whether an active trading market currently exists for the outstanding notes.

     Response:

     The Company has added a clarification to the preliminary prospectus indicating that an active trading market currently exists for the Outstanding Notes.

     Comment:

     The Exchange Offer

     Conditions to the Exchange Offer – Pages 37 to 38

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 8

14.   Refer to the disclosure at the end of the introductory paragraph which relates to your ability to determine whether a condition precedent to the exchange offer has not been satisfied, and whether “the failure of the condition makes it inadvisable to proceed with the exchange offer. . . .” Please note that when a condition precedent has not been satisfied and the company decides to proceed with the exchange offer, we believe that such decision constitutes a waiver of the condition precedent(s). You may not rely on this language to tacitly waive a condition of the offer by failing to assert it. Please confirm your understanding on a supplemental basis.

     Response:

     The Company confirms to you supplementally its understanding that its determination to proceed with the Exchange Offer notwithstanding a failure to satisfy a condition precedent to the Exchange Offer would constitute a waiver of that condition. The Company understands that such a waiver could, under certain circumstances, constitute a material change to the Exchange Offer requiring that the Exchange Offer remain open for a specified period of time from the time of dissemination of the fact of such waiver.

     Comment:

     Letter of Transmittal – Pages 41 to 42

15.   Your disclosure here and in the letter of transmittal states that tendering holders waive any and all rights with respect to the outstanding notes and release and discharge you from any and all claims they may have arising out of or related to the outstanding notes. Please revise your disclosure to clarify that tendering holders are not waiving or releasing or discharging any claims they may have arising out of or related to the outstanding notes that they may have now or in the future under the federal securities laws.

     Response:

     The Company has revised the disclosure contained in the indicated sections of the preliminary prospectus and letter of transmittal to clarify that tendering holders of Outstanding Notes are not waiving any claim arising out of or related to the Outstanding Notes that they may have now or in the future under the federal securities laws.

     Comment:

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 9

     Exchange Agent and Information Agent; and Dealer Manager – Pages 44 to 45

16.   Please include a summary of the material terms of your agreement with each of your exchange agent, information agent and dealer manager and disclose the retainer or other compensation to be paid to each such entity. Refer to Item 1009(a) of Regulation M-A.

     Response:

     The Company has revised the preliminary prospectus to disclose that the Dealer Manager, like the Exchange Agent and the Information Agent, will receive customary and reasonable compensation for its services in connection with the Exchange Offer. The Company does not believe that the terms of the engagements of these professionals are material to it. Furthermore, based on a survey of such transactions, it appears that such detailed disclosure is often omitted. The Company believes that the disclosure in the preliminary prospectus that the Dealer Manager would be entitled to lesser compensation in the event that the Exchange Offer were not successful constitutes everything in the terms of the Dealer Manager’s engagement that might be material to holders of the Outstanding Notes in deciding whether or not to tender their securities.

     Comment:

     Certain Material U.S. Federal Income Tax Considerations – Pages 73 to 77

17.   Please revise the heading of this section to clarify that you have included all material U.S. federal income tax consequences to the holders and revise your disclosure, as necessary, to include a discussion of all material U.S. federal income tax consequences.

     Response:

     The Company has revised the heading of the indicated section as the Staff requested. Except as set forth in its response to Comment 18 below, the Company does not believe that revision of the accompanying disclosure is necessary.

     Comment:

18.   We note that in several instances you state or imply the tax consequences to the holders is not entirely clear. Please note that if a tax opinion is subject to uncertainty, you must explain why you cannot give a “will” opinion and describe the degree of uncertainty. For example, if the reason your counsel is unable to provide a “will” opinion is because there is no statutory, administrative or judicial

Ms. Peggy A. Fisher
Mr. Tim Buchmiller
Securities and Exchange Commission
February 1, 2005
Page 10

authority on the point that specifically addresses an exchange with the terms of your exchange offer, please so indicate.

     Response:

     The Company has revised the text of the preliminary prospectus to indicate that the uncertainty expressed in the disclosure about the tax treatment of holders participating in the Exchange Offer derives from there being insufficient statutory, administrative and judicial authority addressing an exchange having terms sufficiently similar to those of the Exchange Offer.

     We trust that you will find the foregoing responsive to the Staff’s comments. If you have any further questions or comments, please contact Alexander E. Kolar or me at (650) 493-9300.

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Daniel J. Weiser
Daniel J. Weiser

cc:  Kiran Patel
Perry Hayes
Anthony Kwee
Steven Bochner
John Fore
Alexander Kolar

COVER

cover

CORRESP

[WSGR LETTERHEAD]

February 1, 2005

VIA EDGAR AND COURIER

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn: Tim Buchmiller

          RE: Solectron Corporation

                 Amendment No. 1 to Registration Statement on Form S-4

                      Registration No. 333-122032

                 Amendment No. 1 to Schedule TO-1

                      Registration No. 5-41005

Ladies and Gentlemen:

      On behalf of Solectron Corporation, a Delaware corporation (the “Company”), we hereby notify you that the company has electronically transmitted to you this afternoon (i) a conformed copy of Amendment No. 1 to the Company’s Registration Statement on Form S-4, initially filed on January 13, 2005 (Registration No. 333-122032) (as so amended, the “Registration Statement”), together with a copy of the exhibits being filed at this time, (ii) a conformed copy of Amendment No. 1 to the Company’s Schedule TO-I initially filed on January 13, 2005 (Registration No. 5-41005) (as so amended, the “Schedule TO”), and (iii) the Company’s response to your letter dated January 26, 2005 related to the Staff’s comments to the Registration Statement and the Schedule TO.

      In addition, we are providing you by courier with courtesy copies of each of the above referenced documents, together with exhibits, and a redlined version of both the Registration Statement and Schedule TO, each marked to show changes from the original filings.

      Please note that the company has paid the applicable filing fee payable to the Commission in the amount of fifty-two thousand nine hundred and sixty-five dollars ($52,965).

      Please contact the undersigned or Dan Weider at (650) 493-9300 with any questions relating to the Registration Statement or Schedule TO.

Very truly yours,

WILSON SONSINI GOODRICH &ROSATI

Professional Corporation

/s/ ALEXANDER E. KOLAR

Alexander E. Kolar

Enclosures

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