Common use of Conversion Privilege and Conversion Price Clause in Contracts

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesXIII, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the CompanyCompany (in the form of a Domestic Share Certificate or a Foreign Share Certificate, as applicable) at any time after 60 days following the date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding November 15, 2006. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. No Holder of a Security will be entitled to convert such Security, or a portion thereof, if such Holder is a Foreigner or holding for the account of a Foreigner and the conversion will, in which case such conversion right shall terminate on the date such default is curedgood faith judgment of the Company, increase the aggregate ownership by Foreigners above the then Permitted Percentage. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially $66.00 per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 170413.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170413.04 110 (including, without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.04), the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen XIII subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170413.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or capital stock, securities, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx bxxx for the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, provided that such due bill bxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesArticle, at the option of the Holder thereof, any Security or any portion of other than the principal amount thereof which is $1,000 or an integral multiple of $1,000 Temporary Global Bearer Security may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 1/100th of a share) of Common Stock Shares of the Company, Company at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on March 23, 1997 and expire at the close of business on December 15, 2001 subject, in the case of the conversion of any Global Registered Security, to any applicable book-entry procedures of the Depositary therefor and the following sentence. In case a Security or portion thereof is called for redemptionredemption or is delivered for repurchase, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding prior to the Redemption DateDate or the Repurchase Date (as defined in Article Fourteen), as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repurchase, in which as the case such conversion right shall terminate on the date such default is curedmay be. 118 131 The price at which shares of Common Stock Shares shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securitiesinitially U.S.$44.00 per Common Share. The Conversion Price shall be adjusted in certain instances as provided in Section 1704this Article Twelve. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder The issue price of each Security, Common Share issuable upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness will be The Netherlands guilders equivalent of the Conversion Price adjustment converted into Netherlands Guilders at the rate of exchange of U.S. Dollars into Netherlands Guilders prevailing in respect The Netherlands at the time of conversion and such issue price may not be less than the par value of such distribution pursuant Common Share, as determined by the Company and notified to paragraph (4) the Trustee and Conversion Agents in writing. In the event that at the time of Section 1704any conversion the Conversion Price then in effect and the prevailing exchange rate would result in an issue price of less than the par value of a Common Share, shall be entitled to receive for each share purposes of Common Stock into which such Security is convertedconversions, the portion of Conversion Price will be deemed to be the evidence of indebtednessConversion Price that results in an issue price that is as close as possible to, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so convertingbut not less than, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market par value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distributionShare.

Conversion Privilege and Conversion Price. If the Securities of any a series are convertible, which are convertible shall be convertible specified in accordance with their terms and (except as otherwise specified as the manner contemplated by in Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to 3.01, and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesArticle, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, conversion price in effect at the time of conversion. The periods within which or the dates on which, the prices at which and the terms and conditions upon which Securities may be so converted shall be specified in the manner contemplated by Section 3. 01. In case a Security or portion thereof is called for redemptionredemption or is repurchased, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding Redemption Date or the Redemption Daterepurchase date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704redemption or repurchase. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170416.04, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170416.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or Stock, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which that the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx for the evidences of indebtedness, shares of Capital Stock Stock, cash or assets to which such Holder is so entitled, provided that such due bill (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of Capital Stock, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesXIII, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 U.S.$1,000 or an integral multiple of $1,000 U.S.$1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time following the latest date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding February 1, 2007, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemptionredemption at the election of the Company or the Holder thereof exercised his right to require the Company to repurchase the Security, such conversion right in respect of the Security or portion so called shall expire at the close of business business, New York or time, on the Business Day immediately preceding the corresponding Redemption Date or Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be (in which each case such conversion right shall terminate on the date such default is curedsubject as aforesaid to any Applicable Procedures with respect to any Global Security). The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially U.S.$112.50 per share of Common Stock (which conversion price reflects the Company's two-for-one stock dividend paid on January 28, 2000). The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 170413.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170413.04 (including, without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.04), the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen XIII subsequent to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170413.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or assets capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, ; provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. If, pursuant to Section 3.01, the Securities of any a series which are convertible shall be convertible into Common Stock, then, unless otherwise provided in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with a Board Resolution or supplemental indenture, the provisions of this Article Seventeen, at any time during Seventeen shall apply with respect to the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or conversion of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversionSecurities. 01. In case a Security or portion thereof is called for redemptionredemption or is repurchased, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding Redemption Date or the Redemption Daterepurchase date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704redemption or repurchase. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 170417.04, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) of Section 170417.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or Stock, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which that the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx xxxx for the evidences of indebtedness, shares of Capital Stock Stock, cash or assets to which such Holder is so entitled, provided that such due bill xxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of Capital Stock, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Conversion of Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, thereof as permitted by the terms of such Securities shall be made in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article Twelve. Each reference in this Article Twelve to "a Security" or "the Securities" refers to the Securities of the particular series that are convertible into shares of Common Stock. At the option of the Holder any Security or any portion of other than the principal amount thereof which is $1,000 or an integral multiple of $1,000 temporary global Bearer Security may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 1/100th of a share) of Common Stock of the Company, Company at the Conversion Price, determined Price (as hereinafter provided, defined below) in effect at the time of conversion. The period for conversion shall be set forth in the terms of the Securities. In case a Security or portion thereof is called for redemptionredemption or is delivered for repayment, such conversion right in respect of the Security or portion so called or delivered shall expire at the close of business on the fifth Business Day immediately preceding the Redemption DateDate or the second Business Day preceding a repayment on the Securities Repayment Date (as set forth in Article Fifteen), as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repayment, in which as the case such conversion right shall terminate on the date such default is curedmay be. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified as set forth in such the ---------------- terms of the Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704this Article Twelve. As permitted by the terms of such Securities, the Company may provide for either or both of the options set forth in clauses (i) and (ii) of this paragraph to apply to any series of Securities, in which case such provisions shall be applicable to such Securities (except as otherwise provided herein or pursuant hereto). In case lieu of issuing shares of Common Stock upon conversion of the Securities, the Company shallmay elect, by dividend or otherwise, declare or make a distribution on in its Common Stock referred sole discretion to in paragraph (4i) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment pay cash in respect of all or a portion of the shares of Common Stock otherwise issuable upon such distribution pursuant conversion (the "Cash Settlement Option") and/or (ii) to paragraph deliver fully ---------------------- paid and non-assessable shares of Guarantor Common Stock, in respect of all or a portion of the shares of Common Stock otherwise issuable upon such conversion (4) the "Stock Settlement Option"). The amount of Section 1704, cash to be ----------------------- so delivered upon the exercise of the Cash Settlement Option shall be entitled equal to receive for each the number of shares of Common Stock as to which cash is being paid in lieu of issuance of shares of Common Stock multiplied by the Market Price of a share of ---------- Common Stock. In the event the Company exercises the Stock Settlement Option, the number of shares of Guarantor Common Stock to be so delivered shall be equal to the quotient obtained by dividing (a) the product of (i) the number of shares of Common Stock (as to which the Stock Settlement Option is being exercised) into which the Security is being converted multiplied by (ii) the Market Price of a ------------- share of Common Stock into which by (b) the Market Price of a share of Guarantor Common -- Stock, subject to appropriate adjustment in the event the Conversion Price is adjusted as provided in Section 1204. Upon exercise of either the Cash Settlement Option or the Stock Settlement Option, the Company shall inform each Conversion Agent and Paying Agent of the Market Price of the Common Stock and, if applicable, the Guarantor Common Stock. Upon presentment for conversion of any Securities pursuant to this Section 1201, the applicable Conversion Agent shall that day notify the Company of such presentment. Within two Business Days after the Conversion Date, the Company shall deliver to the Paying Agent written notice of whether such Security is convertedshall be converted into shares of Common Stock, cash, Guarantor Common Stock or a combination of shares of Common Stock, cash and Guarantor Common Stock (specifying the amounts of each). The Company shall deliver to such Holder no later than the fifth Business Day following the Conversion Date, through the Paying Agent, in respect of the portion of the evidence converted security to be settled in cash, and as promptly as practicable on or following the Conversion Date in respect of indebtedness, the portion of the converted Security as to which shares of Capital Common Stock or assets so distributed applicable and/or Guarantor Common Stock are to one share be issued, the amount of cash and certificates representing the number of shares of Common Stock; PROVIDEDStock and/or Guarantor Common Stock to be delivered, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, and cash in lieu of distributing to such Holder any portion fractional shares. No payment or adjustment shall be made upon any conversion on account of such distribution not consisting any dividends on the Common Stock issued upon conversion. In the event that payment by the Company of cash or securities in lieu of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board issuing shares of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any Common Stock upon conversion of a Security entitled shall require any withholding for or on account of any present or future Tax imposed upon or as a result of such cash payment by the United States or any political subdivision or taxing authority thereof or therein, then the Company will be required to pay Additional Amounts with respect thereto in the same manner and to the benefits described same extent as is provided for in Section 1004. In the immediately preceding sentence occurs prior event that payment by the Company of cash in lieu of issuing shares of Common stock upon conversion of a Security shall require any certification, identification or information reporting requirement of United States law or regulation with regard to the nationality, residence or identity of a beneficial owner of a Bearer Security who is not a United States person (other than a requirement (a) which would not be applicable to a payment date for made (i) directly to the beneficial owner or (ii) to a distribution to holders of Common Stock which the Holder custodian, nominee or other agent of the Security so converted beneficial owner, or (b) which could be satisfied by the Holder, custodian, nominee or other agent certifying that the beneficial owner is entitled not a United States person, provided, however, in each case referred to receive in accordance with clauses (a) -------- ------- (ii) and (b) payment by such custodian, nominee or agent to the immediately preceding beneficial owner is not otherwise subject to any requirement referred to in this sentence), the Company may not elect to make the cash payment unless such certification, identification or information reporting requirement would be fully satisfied by payment of United States withholding, backup withholding or similar taxes and the Company pays such Additional Amounts as are necessary in order that, following the effective date of such requirement, every net payment made outside the United States by the Company or a related Paying Agent of the cash payment on a Bearer Security to a Holder who is not a United States person (without regard to a certification, identification or information reporting requirement as to the nationality, residence or identity of such election Holder), after deduction for United States withholding, backup withholding or similar taxes (other than withholding, backup withholding or similar taxes which would not be applicable in the circumstances referred to in the parenthetical clauses above), will not be less than the amount to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a then due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distributionpayable thereon.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen8, the Lender, at its sole option, may, at any time during time, on or after the period specified in date that is ten (10) days after the Securities, at date of dissemination by the option Borrower of the Holder thereofSchedule 14D-9 to the holders of its Common Stock, any Security and from time to time, on or after such date, convert (a) each Note or any portion of the principal amount thereof which is equals $1,000 500,000 or an any integral multiple thereof, and (b) the amount of $1,000 may be converted accrued and unpaid Interest on any Loan represented by such Note (including without limitation any overdue Interest accruing at the principal amount thereof, or of such portion thereofDefault Rate), into a number of fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of CDNOW Common Stock equal to the quotient obtained by dividing (i) the aggregate of the Company, at such principal amount and accrued and unpaid interest to be so converted by (ii) the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right ; provided that in respect of no event shall the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall Lender be entitled to receive for each share more than 49% of the CDNOW Common Stock into which such Security is converted, on a fully diluted basis pursuant to the portion exercise of the evidence conversion rights set forth in this Section, either in whole or in part. In addition, any exercise of indebtednesssuch conversion rights shall be subject to compliance by the Lender with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, if applicable. The Lender agrees that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so convertingany vote to be taken by the shareholders of the Borrower to adopt or reject a Superior Proposal, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities Lender shall vote all of the Company, pay such Holder an amount in cash equal shares of CDNOW Common Stock obtained by the Lender pursuant to the fair market value thereof (exercise of the conversion rights set forth in this Section in the same proportion as determined the shares of CDNOW Common Stock held by shareholders other than the Lender are voted in good faith by such vote. Any certificates evidencing CDNOW Common Stock issued upon the Board conversion of Directorsthe Note shall bear such legends, whose determination shall be conclusive and described including legends reflecting restrictions on transfer required in a Board Resolution filed order to maintain compliance with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder provisions of the Security so converted is entitled to receive in accordance with Securities Act, as the immediately preceding sentence, the Company may elect (such election Borrower shall deem to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock necessary or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distributionappropriate.

Conversion Privilege and Conversion Price. If, pursuant to Section 3.01, the Securities of any a series which are convertible into Common Stock, then, unless otherwise provided in a Board Resolution or supplemental indenture, the provisions of this Article Sixteen shall apply with respect to the conversion of such Securities. If the Securities of a series are convertible into Common Stock, which shall be convertible specified in accordance with their terms and (except as otherwise specified as the manner contemplated by in Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and 3.01, then upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesArticle, at the option of the Holder thereof, any such Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, conversion price in effect at the time of conversion. The periods within which or the dates on which, the prices at which and the terms and conditions upon which Securities may be so converted shall be specified in the manner contemplated by Section 3. 01. In case a Security or portion thereof is called for redemptionredemption or is repurchased, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding Redemption Date or the Redemption Daterepurchase date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704redemption or repurchase. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 170416.04, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) of Section 170416.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or Stock, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which that the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx for the evidences of indebtedness, shares of Capital Stock Stock, cash or assets to which such Holder is so entitled, provided that such due bill (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of Capital Stock, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesXIII, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 U.S.$1,000 or an integral multiple of $1,000 U.S.$1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time following the latest date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding July 1, 2006, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemptionredemption at the election of the Company or the Holder thereof exercised his right to require the Company to repurchase the Security, such conversion right in respect of the Security or portion so called shall expire at the close of business business, New York or time, on the Business Day immediately preceding the corresponding Redemption Date or Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be (in which each case such conversion right shall terminate on the date such default is curedsubject as aforesaid to any Applicable Procedures with respect to any Global Security). The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially U.S.$52.20 per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 170413.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170413.04 (including, without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.04), the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen XIII subsequent to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170413.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or assets capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, ; provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesXIII, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 U.S.$1,000 or an integral multiple of $1,000 U.S.$1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time following the latest date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding February 15, 2007, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemptionredemption at the election of the Company or the Holder thereof exercised his right to require the Company to purchase the Security, such conversion right in respect of the Security or portion so called shall expire at the close of business business, New York or time, on the Business Day immediately preceding the corresponding Redemption Date or Purchase Date, as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or purchase, as the case may be (in which each case such conversion right shall terminate on the date such default is curedsubject as aforesaid to any Applicable Procedures with respect to any Global Security). The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially U.S.$321.00 per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 170413.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170413.04, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen XIII subsequent to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170413.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or assets capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx xxxx for the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, provided ; PROVIDED that such due bill xxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesVI, at the option of the Holder thereof, any Security 1997A Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time following the date of original issuance of 1997A Notes at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding February 15, 2007. In case a Security 1997A Note or portion thereof is called for redemption, such conversion right in respect of the Security 1997A Note or portion so called shall expire at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially $_____ per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 17046.4. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 17046.4, including without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 6.4, the Holder of each Security1997A Note, upon the conversion thereof pursuant to this Article Seventeen VI subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 17046.4, shall also be entitled to receive for each share of Common Stock into which such Security 1997A Note is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or capital stock, securities, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits 1997A Note described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security 1997A Note so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesVI, at the option of the Holder thereof, any Security 1997A Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time following the date of original issuance of 1997A Notes at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding February 15, 2007. In case a Security 1997A Note or portion thereof is called for redemption, such conversion right in respect of the Security 1997A Note or portion so called shall expire at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially $81.00 per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 17046.4. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 17046.4, including without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 6.4, the Holder of each Security1997A Note, upon the conversion thereof pursuant to this Article Seventeen VI subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 17046.4, shall also be entitled to receive for each share of Common Stock into which such Security 1997A Note is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or capital stock, securities, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.or

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any seriesa) in accordance with this Article Seventeen. Subject to any applicable restrictions on the conversion of Debentures of a particular series and upon to compliance with the provisions of this Article Seventeen4, any Debentures issued hereunder of any series which by their terms are convertible will be convertible into Common Shares, Units or other securities, as the case may be, at any time during the period specified such Conversion Price or prices, and on such date or dates and in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of accordance with such portion thereof, into fully paid and nonassessable shares (calculated other provisions as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, shall have been determined as hereinafter provided, in effect at the time of conversionthe issue of such Debentures and shall have been expressed in this Indenture, in such Debentures, in an Officer’s Certificate, or in a Supplemental Indenture authorizing or providing for the issue thereof. (b) The Conversion Price shall be adjusted in certain circumstances as provided in Section 4.3. (c) Subject to Section 2.4, such right of conversion shall extend only to the maximum number of whole Common Shares, Units or other securities into which the aggregate principal amount of the Debenture or Debentures surrendered for conversion at any one time by the holder thereof may be converted in accordance with the foregoing provisions of this Section. In case Fractional interests in Common Shares, Units or other securities shall be adjusted for in the manner provided in Section 4.4. (d) If a Security or portion thereof Debenture is called for redemptionredemption or submitted or presented for purchase pursuant to Article 5, such the conversion right rights granted by this Article 4 in respect of the Security or portion so called such Debenture shall expire at terminate on the close of business on the Business Day immediately preceding prior to the Redemption Date, Date set out in the Redemption Notice in accordance with the terms of this Indenture in accordance with Section 5.3 and Section 11.2 (unless the Company defaults Corporation shall fail to pay the Redemption Price when due in making the payment due upon redemptionaccordance with Article 5, in which case such the conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for such failure is cured and such Debenture is redeemed or purchased, as the determination case may be). (e) In the event of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled Debenture, any accrued but unpaid interest due on such Debenture through to but excluding the Debenture Exercise Date (as defined herein) shall be payable by the Corporation to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder Debentureholder within thirty (30) days of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distributionDebenture Exercise Date.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesXIII, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 U.S.$1,000 or an integral multiple of $1,000 U.S.$1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time after 60 days following the latest date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding March 31, 2004, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemptionredemption at the election of the Company or the Holder thereof exercised his right to require the Company to repurchase the Security, such conversion right in respect of the Security or portion so called shall expire at the close of business business, New York time, on the Business Day immediately preceding the corresponding Redemption Date or Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be (in which each case such conversion right shall terminate on the date such default is curedsubject as aforesaid to any Applicable Procedures with respect to any Global Security). The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially U.S.$23.70 per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 170413.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170413.04 (including, without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.04), the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen XIII subsequent to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170413.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or capital stock, securities, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesXIII, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 U.S.$1,000 or an integral multiple of $1,000 U.S.$1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time following the latest date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding October 15, 2007, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemptionredemption at the election of the Company or the Holder thereof exercised his right to require the Company to repurchase the Security, such conversion right in respect of the Security or portion so called shall expire at the close of business business, New York or Virginia time, on the Business Day immediately preceding the corresponding Redemption Date or Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be (in which each case such conversion right shall terminate on the date such default is curedsubject as aforesaid to any Applicable Procedures with respect to any Global Security). The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially U.S.$13.625 per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 170413.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170413.04 (including, without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.04), the Holder of each Security, upon the conversion thereof 72 80 pursuant to this Article Seventeen XIII subsequent to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170413.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or assets capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; PROVIDED, HOWEVERprovided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to to, and upon compliance with with, the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesArticle, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the CompanyStock, at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on _____________, 2004. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately fifth day preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially $ per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), and (f) of Section 17041204. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4a) or (d) of Section 17041204 which does not give rise to a conversion price adjustment pursuant to paragraphs (a) or (d) of Section 1204, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or capital stock, cash, and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose such election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx xxxx for the evidences of indebtedness, shares of Capital Stock capital stock, cash, or assets to which such Holder is so entitled, provided that such due bill xxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, cash, or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. If the Securities of any a series are convertible, which are convertible shall be convertible specified in accordance with their terms and (except as otherwise specified as the manner contemplated by in Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to 3.01, and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesArticle, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, conversion price in effect at the time of conversion. The periods within which or the dates on which, the prices at which and the terms and conditions upon which Securities may be so converted shall be specified in the manner contemplated by Section 3. 01. In case a Security or portion thereof is called for redemptionredemption or is repurchased, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding Redemption Date or the Redemption Daterepurchase date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704redemption or repurchase. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170417.04, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170417.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or Stock, cash and assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, provided that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which that the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx xxxx for the evidences of indebtedness, shares of Capital Stock Stock, cash or assets to which such Holder is so entitled, provided that such due bill xxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of Capital Stock, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesXIII, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 U.S.$1,000 or an integral multiple of $1,000 U.S.$1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time following the latest date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding December 15, 2006, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemptionredemption at the election of the Company or the Holder thereof exercised his right to require the Company to repurchase the Security, such conversion right in respect of the Security or portion so called shall expire at the close of business business, New York or time, on the Business Day immediately preceding the corresponding Redemption Date or Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be (in which each case such conversion right shall terminate on the date such default is curedsubject as aforesaid to any Applicable Procedures with respect to any Global Security). The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially U.S.$143.25 per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 170413.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170413.04 (including, without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.04), the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen XIII subsequent to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant 75 69 to paragraph (4) or (5) of Section 170413.04, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or assets capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, ; provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in 90 98 making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx for the evidences of indebtedness, shares of Capital Stock or assets xxxets to which such Holder is so entitled, provided that such due bill (xi) meets any applicable requirements of the principal national securities nationxx xecurities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the SecuritiesXIII, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 U.S.$1,000 or an integral multiple of $1,000 U.S.$1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, Company at any time following the latest date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day immediately preceding January 1, 2005, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemptionredemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security or portion so called shall expire at the close of business business, New York time, on the Business Day immediately preceding the corresponding Redemption Date or Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be (in which each case such conversion right shall terminate on the date such default is curedsubject as aforesaid to any Applicable Procedures with respect to any Global Security). The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") of Securities of any series shall be specified in such Securitiesinitially U.S.$18.8750 per share of Common Stock. The Conversion Price conversion price shall be adjusted in certain instances as provided in Section 170413.4. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 170413.4 (including, without limitation, dividends or distributions referred to in the last sentence of paragraph (4) of Section 13.4), the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen XIII subsequent to the close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 170413.4, shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence evidences of indebtedness, shares of Capital Stock or assets capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; , PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the TrusteeResolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the TrusteeResolution). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the TrusteeResolution) to distribute to such Holder a due bill xxx xxxx for the evidences of indebtedness, shares of Capital Stock capital stock, securities, cash or assets to which such Holder is so entitled, provided PROVIDED that such due bill xxxx (xi) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such evidences of indebtedness indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.