Common use of Purchase by the Company at the Option of the Holder Clause in Contracts

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”), upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be purchased on a Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the following Purchase Prices per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Purchase Price ------------- -------------- February 16, 2004 $655.49 February 16, 2011 $780.01 The Purchase Price (equal to the Issue Price plus accrued Original Issue Discount to the Purchase Date) may be paid, at the option of the Company, in cash or shares of Common Stock, or any combination thereof in accordance with the Indenture. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount, plus accrued and unpaid interest from the date of conversion to the Purchase Date. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase all or a portion of the Securities if held by such Holder as of a Fundamental date no later than 35 Business Days after the occurrence of a Change occurs at any time in Control of the Company occurring on or prior to February 16, 2004 for a Change in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, Original Issue Discount to the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. HoweverIf prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, notwithstanding the foregoingChange in Control Purchase Price shall be equal to the Restated Principal Amount, a Holder will not have plus accrued and unpaid interest from the right date of conversion to require the Company to repurchase Change in Control Purchase Date. A third party may make the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price offer and purchase of the Securities in effect on each lieu of those five Trading Daysthe Company in accordance with the Indenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will (or portions thereof) shall cease to be outstanding and Original Issue Discount and interest, including Additional Amounts, if any, will on such Securities shall cease to accrue on such Securities (or portions thereof) immediately after on such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, purchase at the option of the Holder, all or any portion of the Securities Convertible Notes held by such Holder Holder, in any integral multiple of $1,000, on each of the May 15, 2009, May 15, 2014 and May 15, 2019 (each, a “Purchase Dates of June 1, 2010 and June 1, 2018, Date”) at a purchase price equal to 100% of the Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, aggregate principal amount of the Purchase Date Convertible Note (the “Purchase Price”), together with accrued and unpaid interest up to but not including the Purchase Date; provided that if the Purchase Date is on or after a Regular Record Date but on or prior to the related Interest Payment Date, interest will be payable to the Holders in whose names the Convertible Notes are registered at the close of business on the relevant Regular Record Date upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date Date, and upon delivery of the Securities Convertible Notes to the Paying Agent by the Holder as set forth in the Indenture. The Company shall be required to pay the Purchase Price will be paid in cash, provided, however, that if an Accounting Event (as defined in the Indenture) has occurred, the Company may elect to pay the Purchase Price in cash or Common Shares valued at the Current Market Price. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase the Securities if Convertible Notes held by such Holder 45 Business Days after the occurrence of a Fundamental Change occurs at any time prior in Control of the Company (the “Change in Control Purchase Date”), for a purchase price equal to the Stated Maturity at 100% of the Principal Amount principal amount thereof (the “Change in Control Purchase Price”) plus accrued and unpaid interest and Additional Amounts, if any, to, up to but excluding, not including the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, and accrued and unpaid interest if any, of all Securities Convertible Notes or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will cease interest ceases to accrue on such Securities Convertible Notes (or portions thereof) immediately after upon such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security)Convertible Note.

Purchase by the Company at the Option of the Holder. Subject Each Holder has the right to the terms and conditions of the Indenture, require the Company shall become obligated to purchase, at the option of the Holder, purchase the Securities held by such Holder on each August 15, 2014, 2015 and 2020 (each, a "PURCHASE DATE"). If required by any Holder, the Company shall purchase Securities for Cash, Common Stock or any combination of Cash and Common Stock at a Purchase Price equal to the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the Accreted Principal AmountAmount thereof, plus accrued and unpaid cash interest and Additional Amounts(including Contingent Interest, if any, ) to, but excluding, the Purchase Date (the “Purchase Price”)Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase for Cash, Common Stock or any combination of Cash and Common Stock all or a portion of the Securities if held by such Holder as of the date that is not less than 20 nor more than 35 Business Days after the date of the Company's notice to Holders of the occurrence of a Fundamental Change occurs at any time occurring prior to the Stated Maturity at 100% of for a Fundamental Change Purchase Price equal to the Accreted Principal Amount thereof, plus accrued and unpaid cash interest and Additional Amounts(including Contingent Interest, if any, ) to, but excluding, the Fundamental Change Repurchase Date (the “Purchase Date, unless such Fundamental Change Repurchase Price”)Purchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require case the Company shall pay the full amount of accrued and unpaid cash interest (including Contingent Interest, if any) payable on such Interest Payment Date to repurchase the Securities if Holder at the Sale Price per share close of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect business on each of those five Trading Dayssuch Regular Record Date. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash As provided in the Indenture, if Cash or Common Stock (or any combination of Cash and Common Stock) sufficient to pay the Purchase Price or Fundamental Change Repurchase Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a the Fundamental Change Repurchase Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, all interest (including Additional AmountsContingent Interest, if any, will cease ) ceases to accrue and principal ceases to accrete on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the Purchase Dates of June 1October 14, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding2000, the Purchase Date (Date, at $590.29, the “Purchase Price”)Price per $1,000 Principal Amount at Stated Maturity of such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days prior to such 20 Business Days preceding the Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Such Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Date. At the option of the Holder and subject Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to October 14, 2000, the Company shall, at the option of the Holder, purchase all Securities for which a Change in Control Purchase Notice shall become obligated to repurchase have been delivered as provided in the Securities if Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Fundamental Change occurs at any time prior in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price, plus accrued and unpaid interest and Additional Amounts, if any, Original Issue Discount to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. HoweverIf prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, notwithstanding the foregoingChange in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued interest from, a Holder will not have and including, the right to require date of conversion to, but excluding, the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysControl Purchase Date. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureIndenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase Price, as the case may be, in Control Purchase Price of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease Original Issue Discount (or interest upon conversion to be outstanding and interest, including Additional Amounts, if any, will cease semiannual coupon notes following the occurrence of a Tax Event) ceases to accrue on such Securities (or portions thereof) immediately on and after such Purchase Date or Fundamental Change Repurchase Date, as the case may bedate, and the Holder Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each March 21, 2008, March 21, 2013 and March 21, 2018 at a purchase price equal to the Variable Principal Amount of such Securities on the applicable Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, Date plus accrued and unpaid interest and Additional Amountscash interest, if any, to, but excluding, the Purchase Date (the “Purchase Price”), upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to day immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof in accordance with the Indenture. If prior to a Purchase Date this Security has been converted to a quarterly coupon note following the occurrence of a Tax Event, the Purchase Price will be paid equal to the Restated Principal Amount plus accrued and unpaid cash interest from the date of conversion to the Purchase Date as provided in cashthe Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase all or a portion of the Securities if in integral multiples of $1,000 Original Principal Amount held by such Holder no later than 30 Business Days after the occurrence of a Fundamental Change occurs at any time prior in Control of the Company for a Change in Control Purchase Price equal to the Stated Maturity at 100% of the Variable Principal Amount of such Securities plus accrued and unpaid interest and Additional Amountscash interest, if any, to, to but excluding, not including the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. HoweverIf prior to a Change in Control Purchase Date this Security has been converted to a quarterly coupon note following the occurrence of a Tax Event, notwithstanding the foregoing, a Holder will not have Change in Control Purchase Price shall be equal to the right Restated Principal Amount plus accrued cash interest from the date of conversion to require the Company to repurchase Change in Control Purchase Date. A third party may make the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price offer and purchase of the Securities in effect on each lieu of those five Trading Daysthe Company in accordance with the Indenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will the Variable Principal Amount shall cease to be outstanding increase, and cash interest, including Additional Amounts, if any, will shall cease to accrue on such Securities (or portions thereof) immediately after on such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, if any, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the following Purchase Prices per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days at least 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Purchase Price ------------- -------------- June 4, 2004 $602.77 June 4, 2006 $639.76 June 4, 2011 $742.47 June 4, 2016 $861.67 The Purchase Price will (equal to the Issue Price plus Accrued Original Issue Discount to the Purchase Date) may be paid paid, at the option of the Company, in cashcash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase all or a portion of the Securities if in integral multiples of $1,000 Principal Amount at Maturity held by such Holder no later than 35 Business Days after the occurrence of a Fundamental Change occurs at any time Trigger Event of the Company occurring on or prior to the Stated Maturity at 100% of the June 4, 2006 for a Trigger Event Purchase Price for each $1,000 Principal Amount at Maturity for such Securities equal to the Issue Price plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, Accrued Original Issue Discount to the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)Trigger Event Purchase Date, which Fundamental Change Repurchase Trigger Event Purchase Price shall be paid in cashcash only. HoweverIn addition to the Purchase Price or Trigger Event Purchase Price, notwithstanding as the foregoingcase may be, a Holder will not have the right payable with respect to require the Company all Securities or portions thereof to repurchase the Securities if the Sale Price per share be purchased as of the Company’s Common Stock for any five Trading Days within Purchase Date or the period Trigger Event Purchase Date, as the case may be, the Holders of 10 consecutive Trading Days ending immediately after such Securities (or portions thereof) shall be entitled to receive accrued and unpaid contingent interest, if any, with respect thereto, which contingent interest shall be paid in cash promptly following the later of the Fundamental Change Purchase Date or the public announcement Trigger Event Purchase Date, as the case may be and the time of delivery of such Securities to the Fundamental Change equals or exceeds 105% of Paying Agent pursuant to the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Trigger Event Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase Trigger Event Purchase Price, as the case may be, of together with any accrued and unpaid contingent interest, with respect to all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental Change Repurchase the Trigger Event Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Trigger Event Purchase Date, as the case may be, such Securities will cease to be outstanding Original Issue Discount and contingent interest, including Additional Amounts, if any, will shall cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Trigger Event Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Trigger Event Purchase Price, as the case may be, and accrued and unpaid contingent interest, if any, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of September 23, 2008, 2013 and 2018 (each a "Purchase Date") at a price equal to the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% principal amount of the Principal Amount, Securities plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the Purchase Date any (the “"Purchase Price”"), upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 second Business Day prior to immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof in accordance with the Indenture. If the Company elects to pay any portion of the Purchase Price in its Common Stock, the Company shall issue a number of shares of its Common Stock equal to such portion of the Purchase Price to be paid in cashCommon Stock divided by the Market Price of a share of Common Stock. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase the Securities if held by such Holder on a Fundamental date selected by the Company no later than 30 Business Days after the occurrence of a Change occurs at any time prior in Control for a Change in Control Purchase Price equal to the Stated Maturity at 100% principal amount of the Principal Amount Securities plus accrued and unpaid interest and Additional Amountsinterest, if any, toto but not including the Change in Control Purchase Date. The Change in Control Purchase Price may be paid (at the option of the Company) in cash or by the issuance and delivery of shares of Common Stock of the Company, but excludingor in any combination thereof in accordance with the Indenture. If the Company elects to pay any portion of the Change in Control Purchase Price in its Common Stock, the Fundamental Company shall issue a number of shares of its Common Stock equal to such portion of the Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase in Control Purchase Price shall to be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105divided by 97 1/2% of the Conversion Market Price of a share of Common Stock. A third party may make the offer and purchase of the Securities in effect on each lieu of those five Trading Daysthe Company in accordance with the Indenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or Common Stock if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will interest shall cease to accrue on such Securities (or portions thereof) immediately after at the close of business on such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, if any, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the following Purchase Prices per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Purchase Price ------------- -------------- A-1-7 May 8, 2002 $867.42 May 8, 2004 $880.50 May 8, 2011 $927.87 May 8, 2016 $963.26 The Purchase Price (equal to the Issue Price plus accrued Original Issue Discount to the Purchase Date) may be paid, at the option of the Company, in cash, in shares of Common Stock or in any combination thereof. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount, plus accrued and unpaid interest from the date of conversion to the Purchase Date. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase all or a portion of the Securities if held by such Holder as of a Fundamental date no later than 35 Business Days after the occurrence of a Change occurs at any time in Control of the Company occurring on or prior to May 8, 2004 for a Change in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, Original Issue Discount to the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. HoweverIf prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, notwithstanding the foregoingChange in Control Purchase Price shall be equal to the Restated Principal Amount, a Holder will not have plus accrued and unpaid interest from the right date of conversion to require the Change in Control Purchase Date. A third party may make the offer and purchase of the Securities in lieu of the Company in accordance with the Indenture. In addition to repurchase the Purchase Price or Change in Control Purchase Price, as the case may be, payable with respect to all Securities if the Sale Price per share or portions thereof to be purchased as of the Company’s Common Stock for any five Trading Days within Purchase Date or the period Change in Control Purchase Date, as the case may be, the Holders of 10 consecutive Trading Days ending immediately after such Securities (or portions thereof) shall be entitled to receive accrued and unpaid contingent interest, if any, with respect thereto, which contingent interest shall be paid in cash promptly following the later of the Fundamental Change Purchase Date or the public announcement Change in Control Purchase Date, as the case may be and the time of delivery of such Securities to the Fundamental Change equals or exceeds 105% of Paying Agent pursuant to the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, together with any accrued and unpaid contingent interest, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding Original Issue Discount and interest (including contingent interest, including Additional Amounts), if any, will shall cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, and accrued and unpaid contingent interest, if any, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of July 26, 2002, July 26, 2006, July 26, 2011, July 26, 2016, July 26, 2021 and July 26, 2026, at the Purchase Dates Price of June 1, 2010 and June 1, 2018, at 100% of the $1,000 per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”), upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days at least 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Second Business Day prior to immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof, provided that the Purchase Price on July 26, 2002 shall be paid solely in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase all or a portion of the Securities if in integral multiples of $1,000 Principal Amount held by such Holder no later than 35 Business Days after the occurrence of a Fundamental Change occurs at any time in Control of the Company occurring on or prior to the Stated Maturity at 100% of the July 26, 2006 for a Change in Control Purchase Price for each $1,000 Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, for such Securities equal to the Fundamental Issue Price to the Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cashcash only. HoweverIn addition to the Purchase Price or Change in Control Purchase Price, notwithstanding as the foregoingcase may be, a Holder will not have the right payable with respect to require the Company all Securities or portions thereof to repurchase the Securities if the Sale Price per share be purchased as of the Company’s Common Stock for any five Trading Days within Purchase Date or the period Change in Control Purchase Date, as the case may be, the Holders of 10 consecutive Trading Days ending immediately after such Securities (or portions thereof) shall be entitled to receive accrued and unpaid contingent interest, if any, with respect thereto, which contingent interest shall be paid in cash promptly following the later of the Fundamental Change Purchase Date or the public announcement Change in Control Purchase Date, as the case may be, and the time of delivery of such Securities to the Fundamental Change equals or exceeds 105% of Paying Agent pursuant to the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of together with any accrued and unpaid contingent interest, with respect to all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease to be outstanding and contingent interest, including Additional Amounts, if any, will shall cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, and accrued and unpaid contingent interest, if any, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on each October 28, 2005, October 28, 2007, October 28, 2012 and October 28, 2017 in integral multiples of $1,000 at a Purchase Price equal to the Purchase Dates Accreted Value of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, those Securities plus accrued and unpaid interest Contingent Cash Interest and Additional AmountsLiquidated Damages, if any, to, on those Securities up to (but excluding, ) the Purchase Date (Date. To exercise such right, a Holder shall deliver to the “Purchase Price”), upon delivery of Company a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 third Business Day prior to such Purchase Date Date, and upon delivery of shall deliver the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will may be paid paid, at the option of the Company, in cashcash or by the issuance and delivery of shares of Applicable Stock, or in any combination thereof, subject to the terms and conditions of the Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase offer to purchase the Securities if held by such Holder within 30 days (which purchase shall occur 30 days after the date of such offer) after the occurrence of a Fundamental Change occurs at any time prior of Control of the Company for a Change of Control Purchase Price equal to the Stated Maturity at 100% Accreted Value of the Principal Amount those Securities plus accrued and unpaid interest Contingent Cash Interest and Additional AmountsLiquidated Damages, if any, to, on those Securities up to (but excluding) the Change of Control Purchase Date. The Change of Control Purchase Price may be paid, at the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share option of the Company’s Common Stock for , in cash or by the issuance and delivery of shares of Applicable Stock, or in any five Trading Days within combination thereof, subject to the period of 10 consecutive Trading Days ending immediately after the later terms and conditions of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase of Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or Applicable Stock if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase of Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase of Control Purchase Date, as the case may be, is deposited with the Paying Agent Agent, on the Business Day following the Purchase Date or the Fundamental Change Repurchase of Control Purchase Date, as the case may beOriginal Issue Discount, such Securities will cease to be outstanding Contingent Cash Interest, if any, and interest, including Additional AmountsLiquidated Damages, if any, will cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase of Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, of Control Purchase Price upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the Principal Amountfollowing Purchase Prices, plus accrued and unpaid interest and Additional Amountscash interest, if any, to, but excluding, the Purchase Date (the “Purchase Price”)per $1,000 Principal Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to day immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Price Purchase ------------- -------------- May 14, 2007 $475.00 May 14, 2012 $551.26 May 14, 2017 $639.76 May 14, 2022 $742.47 May 14, 2027 $861.67 The Purchase Price (equal to the Issue Price plus accrued Original Issue Discount to the Purchase Date) may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof in accordance with the Indenture. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid equal to the Restated Principal Amount plus accrued and unpaid cash interest from the date of conversion to the Purchase Date as provided in cashthe Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase the Securities if held by such Holder no later than 30 Business Days after the occurrence of a Fundamental Change occurs at any time prior in Control of the Company for a Change in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price plus accrued Original Issue Discount and accrued and unpaid interest and Additional Amountscash interest, including Contingent Cash Interest, if any, to, to but excluding, not including the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. HoweverIf prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, notwithstanding the foregoing, a Holder will not have Change in Control Purchase Price shall be equal to the right Restated Principal Amount plus accrued cash interest from the date of conversion to require the Company to repurchase Change in Control Purchase Date. A third party may make the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price offer and purchase of the Securities in effect on each lieu of those five Trading Daysthe Company in accordance with the Indenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease to be outstanding and Original Issue Discount or cash interest, including Additional Amounts, if any, will shall cease to accrue on such Securities (or portions thereof) immediately after on such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, if any, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on each July 15, 2008, July 15, 2013 and July 15, 2018 in integral multiples of US$1,000 at a Purchase Price equal to the Purchase Dates principal amount of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, those Securities plus accrued and unpaid interest and Additional Amountsinterest, including additional interest, if any, to, but excluding, of such Security on the Purchase Date (Date. To exercise such right, a Holder shall deliver to the “Purchase Price”), upon delivery of Company a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 third Business Day prior to such Purchase Date Date, and upon delivery of shall deliver the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will may be paid paid, at the option of the Company, in cashcash or by the issuance and delivery of shares of Applicable Stock, or in any combination thereof, subject to the terms and conditions of the Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase offer to purchase the Securities if held by such Holder within 30 days (which purchase shall occur 30 days after the date of such offer) after the occurrence of a Fundamental Change occurs at any time prior of Control of the Company for a Change of Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount principal amount plus accrued and unpaid interest and Additional Amountsinterest, including additional interest, if any, toof such Security on the Change of Control Purchase Date. The Change of Control Purchase Price may be paid, but excluding, at the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share option of the Company’s Common Stock for , in cash or by the issuance and delivery of shares of Applicable Stock, or in any five Trading Days within combination thereof, subject to the period of 10 consecutive Trading Days ending immediately after the later terms and conditions of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase of Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash and/or Applicable Stock sufficient to pay the Purchase Price or Fundamental Change Repurchase of Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase of Control Purchase Date, as the case may be, is deposited with the Paying Agent Agent, on the Business Day following the Purchase Date or the Fundamental Change Repurchase of Control Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, interest will cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase of Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, of Control Purchase Price upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on June 27, 2004, June 27, 2009 and June 27, 2014 (each of a "Purchase Date") at a purchase price per Security equal to the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional AmountsPrice (provided that, if any, to, but excluding, the Purchase Date (is on or after an interest record date but on or prior to the “Purchase Price”)related Interest Payment Date, interest shall be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 fifth Business Day prior to such Purchase Date Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will may be paid in cash. At paid, at the option of the Holder and subject to Company, in cash or by the terms and conditions delivery of Common Stock, or any combination thereof, in the manner described in Section 3.7 of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash or securities sufficient to pay the Purchase Price of a Security or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions portion thereof to be purchased on a as of the Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is are deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as then, immediately after the case may bePurchase Date, such Securities will Security shall cease to be outstanding and interestoutstanding, including Additional Amounts, if any, will the Security shall cease to accrue accrete in value and cash interest on such Securities (Security shall cease to accrue, whether or portions thereof) immediately after not book-entry transfer is made or such Purchase Date or Fundamental Change Repurchase DateSecurity is delivered to the Paying Agent. Thereafter, as the case may be, and the Holder thereof of such Security shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, upon surrender of such Security. If a Change of Control occurs, each Holder of Securities shall have the right, at the Holder's option, to require the Company to purchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000 principal amount at maturity (subject to upward adjustment in the event of a Rate Reset) on the Change of Control Purchase Date selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a purchase price per Security equal to the Change of Control Purchase Price, which Change of Control Purchase Price shall be paid in cash. Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the thirtieth day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Securities a Change of Control Company Notice describing, among other things, the occurrence of such Change of Control and of the purchase right arising as a result thereof. The Company must deliver a copy of the Change of Control Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the purchase option, a Holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Company Notice the Securities with respect to which the right is being exercised, which, in the case of Certificated Securities, must be duly endorsed for transfer to the Company.

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount at Stated Maturity of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Such Purchase Price will (equal to the Issue Price plus accrued Original Issue Discount through such Purchase Date) may be paid in cash. At paid, at the option of the Holder Company, in cash or by the issuance and subject delivery of shares of Common Stock of the Company, or in any combination thereof. Purchase Date Purchase Price ------------- -------------- August 19, 2002 $594.25 August 19, 2007 $706.82 August 19, 2012 $840.73 Subject to the terms and conditions of the Indenture, if any Change of Control occurs on or prior to August 19, 2002, the Company shall, at the option of the Holder, purchase all Securities for which a Change of Control Purchase Notice shall become obligated to repurchase have been delivered as provided in the Securities if Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change of Control, for a Fundamental Change occurs at any time prior of Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, Original Issue Discount through the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)of Control Purchase Date, which Fundamental Change Repurchase of Control Purchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase of Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureIndenture prior to the close of business on the Purchase Date or Change of Control Purchase Date, as the case may be. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase Price, as the case may be, of Control Purchase Price of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase of Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase of Control Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will cease Original Issue Discount ceases to accrue on such Securities (or portions thereof) immediately on and after such Purchase Date or Fundamental Change Repurchase Date, as the case may bedate, and the Holder Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase of Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holderholder, the Securities held by such Holder holder on each of the Purchase Dates of June 115, 2010 2013 and June 115, 2018, 2018 at a Repurchase Price equal to 100% of the Principal Amount, principal amount of such Securities on the applicable Repurchase Date plus accrued and unpaid interest and Additional Amounts, if any, to, but excludingnot including, the Purchase Date (the “Purchase Price”)Repurchase Date, upon delivery of a Purchase Repurchase Notice by the holder to the Paying Agent containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 twenty business days prior to such Purchase Repurchase Date until the close of business on the date that is 1 Business Day third business day prior to such Purchase Repurchase Date and upon delivery or book-entry transfer of the Securities to the Paying Agent by the Holder holder as set forth in the Indenture. The Purchase Repurchase Price will may be paid paid, at the option of the Company, in cashcash or by the issuance and delivery of shares of Common Stock of the Company in accordance with the Indenture. At the option of the Holder holder and subject to the terms and conditions of the Indenture, upon the occurrence of a Fundamental Change prior to the Maturity Date, the Company shall become obligated to repurchase purchase all or a portion of the Securities if in integral multiples of $1,000 principal amount held by such holder on the date that is thirty days after the date of the Fundamental Change Notice at a Fundamental Change occurs at any time prior Redemption Price, to the Stated Maturity at be paid in cash, equal to 100% of the Principal Amount principal amount of such Securities plus accrued and unpaid cash interest and Additional Amounts, if any, to, but excludingnot including, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysRedemption Date. Holders have the right to withdraw any Purchase Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash or Securities sufficient to pay the Purchase Repurchase Price or cash sufficient to pay the Fundamental Change Repurchase Redemption Price, as the case may be, of all Securities or portions thereof to be purchased on a Purchase as of the Repurchase Date or on a the Fundamental Change Repurchase Redemption Date, as the case may be, is deposited with the Paying Agent Agent, on the Business Day business day following the Purchase Repurchase Date or the Fundamental Change Repurchase Redemption Date, as the case may be, such Securities will cease to be outstanding cash interest and interest, including Additional Amounts, if any, will shall cease to accrue on such Securities (or portions thereof) immediately after on such Purchase Repurchase Date or Fundamental Change Repurchase Redemption Date, as the case may be, and the Holder holder thereof shall have no other rights as such (other than the right to receive the Purchase Repurchase Price or Fundamental Change Repurchase Redemption Price, as the case may be, if any, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder in integral multiples of $1,000 Principal Amount at Maturity on each of the following Purchase Dates of June 1and at the following Purchase Prices per $1,000 Principal Amount at Maturity, 2010 and June 1plus, 2018in each case, at 100% of the Principal Amount, plus accrued and unpaid contingent interest and Additional Amountsadditional amounts, if any, to, but excluding, to the Purchase Date (the “Purchase Price”), upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 third Business Day prior to such Purchase Date Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Price Purchase Price -------------- -------------- April 24, 2004 $ 668.49 April 24, 2007 $ 714.90 April 24, 2012 $ 799.52 April 24, 2017 $ 894.16 The purchase prices shown above are equal to the issue price plus accreted issue discount to the purchase date. If prior to a purchase date the Securities have been converted to semiannual coupon Securities following the occurrence of a Tax Event, the Purchase Price will be equal to the restated principal amount plus accrued and unpaid interest from the Option Exercise Date to the Purchase Date. The Purchase Price shall be paid by the Company in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase the Securities if held by such Holder no later than 30 days after the Company's delivery of notice of a Fundamental Change occurs at any time prior in Control of the Company (as required by Section 3.8(b) of the Indenture) for a Change in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price plus accreted Issue Discount plus accrued and unpaid contingent interest and Additional Amountsadditional amounts, if any, to, but excluding, to the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. However; provided, notwithstanding that if prior to a Change in Control Purchase Date the foregoingSecurities have been converted to semiannual coupon Securities following the occurrence of a Tax Event, a Holder will not have the right to require the Company will be required to repurchase purchase the Securities at a cash price equal to the restated principal amount plus accrued and unpaid interest (including contingent interest and additional amounts, if any) from the Sale Price per share of Option Exercise Date to the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysControl Purchase Date. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease Issue Discount and other interest ceases to be outstanding and interest, including Additional Amounts, if any, will cease to accrete or accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, in Control Purchase Price upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on each of the Purchase Dates of June 115, 2010 2010, June 15, 2013 and June 115, 2018, 2018 in integral multiples of $1,000 at 100% a Purchase Price equal to the principal amount of the Principal Amount, those Securities plus accrued and unpaid interest Interest, accrued and Additional Amountsunpaid Contingent Interest, if any, toand Liquidated Damages, if any, on those Securities up to (but excluding, ) the Purchase Date (Date. To exercise such right, a Holder shall deliver to the “Purchase Price”), upon delivery of Paying Agent a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date Date, and upon delivery of shall deliver the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase offer to purchase the Securities if held by such Holder after the occurrence of a Fundamental Change occurs at any time prior of Control of the Company for a Change of Control Purchase Price equal to the Stated Maturity at 100% principal amount of the Principal Amount those Securities plus accrued and unpaid interest Interest, accrued and Additional Amountsunpaid Contingent Interest, if any, toand Liquidated Damages, if any, on those Securities up to (but excluding) the Change of Control Purchase Date. The Change of Control Purchase Price may be paid, at the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share option of the Company’s Common Stock for , in cash or by the issuance and delivery of shares of Applicable Stock, or in any five Trading Days within combination thereof, subject to the period of 10 consecutive Trading Days ending immediately after the later terms and conditions of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase of Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or Applicable Stock, in the case of the Change of Control Purchase Price, if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase of Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase of Control Purchase Date, as the case may be, is deposited with the Paying Agent Agent, on the Business Day following the Purchase Date or the Fundamental Change Repurchase of Control Purchase Date, as the case may beInterest, such Securities will cease to be outstanding accrued and interestunpaid Contingent Interest, including Additional Amountsif any, and Liquidated Damages, if any, will cease to accrue on such Securities (or portions thereof) immediately after up to (but excluding) such Purchase Date or Fundamental Change Repurchase of Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, of Control Purchase Price upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each October 1, 2013, October 1, 2015 and October 1, 2020 (each, an “Option Purchase Date”) at an Option Purchase Price, payable in cash, equal to one hundred percent (100%) of the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% principal amount of the Principal AmountSecurities to be purchased, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable Option Purchase Date (the “Purchase Price”)Date, upon delivery to the Paying Agent by the Holder of a Purchase Notice containing the information set forth in the IndentureIndenture (provided, at however, that any time from such accrued and unpaid interest will be paid not to the opening of business Holder submitting the Security for purchase on the date that is 25 days prior to such relevant Option Purchase Date until but instead to the Holder of record at the close of business on the corresponding Record Date), at any time from 9:00 a.m., New York City time, on the date that is 1 twenty (20) Business Days prior to the applicable Option Purchase Date until 5:00 p.m., New York City time, on the Business Day prior to such immediately preceding the applicable Option Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash the Paying Agent (other than the Company) holds on an Option Purchase Date money sufficient to pay the aggregate Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, of with respect to all Securities or portions thereof to be purchased upon Purchase at Holder’s Option payable as provided in the Indenture upon Purchase at Holder’s Option, then (unless there shall be a Default in the payment of such aggregate Option Purchase Price) on a Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, and after such date such Securities will cease shall be deemed to be outstanding and interestno longer outstanding, including Additional Amounts, if any, will cease to accrue interest on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Date, as the case may beshall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the Holder thereof Paying Agent. Thereafter, all rights of the Holders of such Securities shall have no other rights as terminate with respect to such (Securities, other than the right to receive the Option Purchase Price or Fundamental Change Repurchase Price, as in accordance with the case may be, upon surrender of such Security)Indenture.

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities Senior Notes held by such Holder on each February 15, 2009, February 15, 2014 and February 15, 2019 in integral multiples of $1,000 at a Purchase Price equal to the Purchase Dates principal amount of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, those Senior Notes plus accrued and unpaid interest and Additional AmountsInterest, if any, to, on those Senior Notes up to (but excluding, ) the Purchase Date (Date. To exercise such right, a Holder shall deliver to the “Purchase Price”), upon delivery of Paying Agent a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 22 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date Date, and upon delivery of shall deliver the Securities Senior Notes to the Paying Agent by the Holder as set forth in the Indenture. The Company shall pay the Purchase Price will on February 15, 2009 in cash and the Purchase Price on February 15, 2014 and February 15, 2019 in cash or shares of Common Stock (or any combination thereof), at the Company's option, subject to the terms and conditions of the Indenture. At any time prior to Stated Maturity, the Company may irrevocable elect in its sole discretion to satisfy 100% of the principal amount of the Senior Note offered to be paid purchased after the date of such election (plus accrued and unpaid interest) in cash. At the option of the Holder and subject Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase offer to purchase the Securities if Senior Notes held by such Holder within 15 days (which purchase shall occur, at the option of the Holder, no later than 25 Business Days after the date of such offer) after the occurrence of a Fundamental Change occurs at any time prior of the Company for a Fundamental Change Purchase Price equal to the Stated Maturity at 100% principal amount of the Principal Amount those Senior Notes plus accrued and unpaid interest and Additional AmountsInterest, if any, to, on those Senior Notes up to (but excluding, ) the Fundamental Change Repurchase Date (Purchase Date; provided that, if the “Fundamental Change Repurchase Price”)Purchase Date is after a Record Date and before the next succeeding Interest Payment Date, which accrued and unpaid Interest, if any, on those Senior Notes shall be paid to the Holder as of that Record Date. The Fundamental Change Repurchase Purchase Price shall will be paid in cash. However, notwithstanding subject to the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share terms and conditions of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or Common Stock if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase Purchase Price, as the case may be, of all Securities Senior Notes or portions thereof to be purchased on a as of the Purchase Date or on a the Fundamental Change Repurchase Purchase Date, as the case may be, is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Business Day following the Purchase Date or the Fundamental Change Repurchase Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional AmountsInterest, if any, will cease to accrue on such Securities Senior Notes (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, Purchase Price upon surrender of such Security)Senior Note.

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”), upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase offer to purchase all or any portion of the Securities if held by such Holder within 30 days (which purchase shall occur on a Fundamental Business Day specified by the Company that is not less than 25 nor more than 40 Business Days after the date the Company gives notice of the Change occurs at any time prior of Control pursuant to the Stated Maturity at 100% Indenture) after the occurrence of a Change of Control of the Principal Amount Company for a Change of Control Purchase Price equal to the principal amount of those Securities plus accrued and unpaid interest Interest, and Additional AmountsLiquidated Damages, if any, to, on those Securities up to (but excluding) the Change of Control Purchase Date. The Change of Control Purchase Price may be paid, at the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share option of the Company’s Common Stock for , in cash or by the delivery of shares of Applicable Stock, or in any five Trading Days within combination thereof, subject to the period of 10 consecutive Trading Days ending immediately after the later terms and conditions of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Change of Control Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or Applicable Stock if permitted under the Indenture) sufficient to pay the Change of Control Purchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Change of Control Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent Agent, on the Business Day following the Change of Control Purchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding Interest and interest, including Additional AmountsLiquidated Damages, if any, will cease to accrue on such Securities (or portions thereof) immediately after such Change of Control Purchase Date or Fundamental Change Repurchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Change of Control Purchase Price or Fundamental Change Repurchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the Purchase Dates of June 1__________, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding20__, the Purchase Date (Date, at $_______, the “Purchase Price”), per $1,000 Principal Amount at Stated Maturity of such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such the Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Such Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Date. At the option of the Holder and subject Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to , the Company shall, at the option of the Holders, purchase all Securities for which a Change in Control Purchase Notice shall become obligated to repurchase have been delivered as provided in the Securities if Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Fundamental Change occurs at any time prior in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price plus accrued and unpaid interest and Additional Amounts, if any, Original Issue Discount to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. HoweverIf prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, notwithstanding the foregoingChange in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued interest from, a Holder will not have and including, the right to require date of conversion to, but excluding, the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysControl Purchase Date. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureIndenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase Price, as the case may be, in Control Purchase Price of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Business Day following the Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease Original Issue Discount (or interest upon conversion to be outstanding and interest, including Additional Amounts, if any, will cease semiannual coupon notes following the occurrence of a Tax Event) ceases to accrue on such Securities (or portions thereof) immediately on and after such Purchase Date or Fundamental Change Repurchase Date, as the case may bedate, and the Holder Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on January 15, 2007, January 15, 2012 and January 15, 2017 (each of a "Purchase Date") at the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional AmountsPrice (provided that, if any, to, but excluding, the Purchase Date (is on or after an interest record date but on or prior to the “Purchase Price”)related Interest Payment Date, interest shall be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 fifth Business Day prior to such Purchase Date Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will may be paid in cash. At paid, at the option of the Holder and subject to Company, in cash or by the terms and conditions delivery of Common Stock, or any combination thereof, in the manner described in Section 3.7 of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash or securities sufficient to pay the Purchase Price of a Security or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions portion thereof to be purchased on a as of the Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is are deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as then, immediately after the case may bePurchase Date, such Securities will Security shall cease to be outstanding and interest, including Additional Amounts, if any, will interest on such Security shall cease to accrue on accrue, whether or not book-entry transfer is made or such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase DateSecurity is delivered to the Paying Agent. Thereafter, as the case may be, and the Holder thereof of such Security shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, upon surrender of such Security. If a Change of Control occurs, each Holder shall have the right, at the Holder's option, to require the Company to purchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000 principal amount on the Change of Control Purchase Date selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at the Change of Control Purchase Price, which Change of Control Purchase Price shall be paid in cash. Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the thirtieth day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Securities a Change of Control Company Notice describing, among other things, the occurrence of such Change of Control and of the purchase right arising as a result thereof. The Company must deliver a copy of the Change of Control Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the purchase option, a Holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Change of Control Company Notice (the "Final Surrender Date"), the Securities with respect to which the right is being exercised, which, in the case of Certificated Securities, must be duly endorsed for transfer to the Company.

Purchase by the Company at the Option of the Holder. Subject At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option purchase all or any portion of the Holder, the Securities held by such Holder on each of the August 15, 2010, August 15, 2014, August 15, 2019, August 15, 2024 and August 15, 2029 (each, a "Purchase Dates of June 1, 2010 and June 1, 2018, Date") at a price equal to 100% of the Principal Amountaggregate principal amount being redeemed plus, plus in each case, all accrued and unpaid interest and Additional AmountsInterest, if any, to, but excluding, to the applicable Purchase Date (the “"Purchase Price”"), upon delivery of a which Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent Price shall be paid by the Holder as set forth in the Indenture. The Purchase Price will be paid Company in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase all or any portion of the Securities if held by such Holder no later than 35 Business Days after the occurrence of a Fundamental Change occurs at any time prior a price equal to the Stated Maturity at 100% of the Principal Amount aggregate principal amount being redeemed plus all accrued and unpaid interest and Additional AmountsInterest, if any, to, but excluding, to the Fundamental Change Repurchase Date (the “Fundamental Change "Repurchase Price”"), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is has been deposited with the Paying Agent on or prior to the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will all Interest shall cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, Price upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each February 1, 2012, February 1, 2015 and February 1, 2020 (each, an "OPTION PURCHASE DATE") at an Option Purchase Price, payable in cash, equal to one hundred percent (100%) of the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% principal amount of the Principal AmountSecurities to be purchased, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable Option Purchase Date (the “Purchase Price”)Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business 9:00 a.m., New York City time, on the date that is 25 days twenty (20) Business Days prior to such the applicable Option Purchase Date until the close of business 5:00 p.m., New York City time, on the date that is 1 third (3rd) Business Day prior to such immediately preceding the applicable Option Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash the Paying Agent (other than the Company) holds on an Option Purchase Date money sufficient to pay the aggregate Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, of with respect to all Securities or portions thereof to be purchased on a upon Purchase Date or on a Fundamental Change Repurchase Dateat Holder's Option, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding plus accrued and unpaid interest, including Additional Amounts, if any, will cease payable as provided in the Indenture upon Purchase at Holder's Option, then (unless there shall be a Default in the payment of such aggregate Option Purchase Price or of such accrued and unpaid interest) on and after such date such Securities shall be deemed to accrue be no longer outstanding, interest on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Date, as the case may beshall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the Holder thereof Paying Agent. Thereafter, all rights of the Holders of such Securities shall have no other rights as terminate with respect to such (Securities, other than the right to receive the Option Purchase Price or Fundamental Change Repurchase Price, as plus such accrued and unpaid interest, in accordance with the case may be, upon surrender of such Security)Indenture.

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each October 1, 2010, October 1, 2015 and October 1, 2020 (each, an "OPTION PURCHASE DATE") at an Option Purchase Price, payable in cash, equal to one hundred percent (100%) of the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% principal amount of the Principal AmountSecurities to be purchased, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable Option Purchase Date (the “Purchase Price”)Date, upon delivery to the Paying Agent by the Holder of a Purchase Notice containing the information set forth in the IndentureIndenture (provided, at however, that any time from such accrued and unpaid interest will be paid not to the opening of business Holder submitting the Security for purchase on the date that is 25 days prior to such relevant Option Purchase Date until but instead to the Holder of record at the close of business on the corresponding Record Date), at any time from 9:00 a.m., New York City time, on the date that is 1 twenty (20) Business Days prior to the applicable Option Purchase Date until 5:00 p.m., New York City time, on the Business Day prior to such immediately preceding the applicable Option Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash the Paying Agent (other than the Company) holds on an Option Purchase Date money sufficient to pay the aggregate Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, of with respect to all Securities or portions thereof to be purchased upon Purchase at Holder's Option payable as provided in the Indenture upon Purchase at Holder's Option, then (unless there shall be a Default in the payment of such aggregate Option Purchase Price) on a Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, and after such date such Securities will cease shall be deemed to be outstanding and interestno longer outstanding, including Additional Amounts, if any, will cease to accrue interest on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Date, as the case may beshall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the Holder thereof Paying Agent. Thereafter, all rights of the Holders of such Securities shall have no other rights as terminate with respect to such (Securities, other than the right to receive the Option Purchase Price or Fundamental Change Repurchase Price, as in accordance with the case may be, upon surrender of such Security)Indenture.

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount at Stated Maturity of June 1, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Such Purchase Price will (equal to the Issue Price plus accrued Original Issue Discount through such Purchase Date) may be paid in cash. At paid, at the option of the Holder Company, in cash or by the issuance and subject delivery of shares of Common Stock of the Company, or in any combination thereof. PURCHASE DATE PURCHASE PRICE ------------- -------------- February 9, 2003 $494.52 February 9, 2008 $625.35 February 9, 2013 $790.79 Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to February 9, 2003, the Company shall, at the option of the Holder, purchase all Securities for which a Change in Control Purchase Notice shall become obligated to repurchase have been delivered as provided in the Securities if Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Fundamental Change occurs at any time prior in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, Original Issue Discount through the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureIndenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase Price, as the case may be, in Control Purchase Price of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will cease Original Issue Discount ceases to accrue on such Securities (or portions thereof) immediately on and after such Purchase Date or Fundamental Change Repurchase Date, as the case may bedate, and the Holder Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the following Purchase Prices per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Purchase Price ------------- -------------- August 13: 2002 $648.32 2004 667.99 2006 688.25 2011 741.65 2016 799.19 2021 861.19 2026 928.00 The Purchase Price (equal to the Issue Price plus accrued Original Issue Discount to the Purchase Date) may be paid, at the option of the Company, in cash or by the delivery of shares of Common Stock of the Parent, or in any combination thereof. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount plus accrued and unpaid interest from the date of conversion to the Purchase Date. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase the Securities if held by such Holder no later than 35 Business Days after the occurrence of a Fundamental Change occurs at any time in Control, but in no event prior to the Stated Maturity at 100% date on which such Change in Control occurs, on or prior to August 13, 2006 for a Change in Control Purchase Price equal to the Issue Price plus accrued Original Issue Discount to the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest from the date of conversion to the Change in Control Purchase Date. A third party may make the offer and Additional Amountspurchase of the Securities in lieu of the Company in accordance with the Indenture. In addition to the Purchase Price or Change in Control Purchase Price, as the case may be, payable with respect to all Securities or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, the Holders of such Securities (or portions thereof) shall be entitled to receive accrued and unpaid contingent interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)with respect thereto, which Fundamental Change Repurchase Price contingent interest shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after cash promptly following the later of the Fundamental Change Purchase Date or the public announcement Change in Control Purchase Date, as the case may be and the time of delivery of such Securities to the Fundamental Change equals or exceeds 105% of Paying Agent pursuant to the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of of, together with any accrued and unpaid contingent interest with respect to, all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease to be outstanding Original Issue Discount and interest (including semiannual and contingent interest, including Additional Amounts), if any, will shall cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, and accrued and unpaid contingent interest, if any, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the following Purchase Prices per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Purchase Price ------------- -------------- February 16, 2004 $443.14 February 16, 2009 $581.25 A-1-6 91 Purchase Date Purchase Price ------------- -------------- February 16, 2014 $762.40 The Purchase Price (equal to the Issue Price plus accrued Original Issue Discount to the Purchase Date) may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount plus accrued and unpaid interest from the date of conversion to the Purchase Date. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase the Securities if held by such Holder 35 Business Days after the occurrence of a Fundamental Change occurs at any time in Control of the Company occurring on or prior to February 16, 2004 for a Change in Control Purchase Price equal to the Stated Maturity at 100% Issue Price plus accrued Original Issue Discount to the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, from the Fundamental date of conversion to the Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysControl Purchase Date. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will cease Original Issue Discount ceases to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the following Purchase Prices per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 30 Business Days prior to such Purchase Date until the close of of-business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Purchase Price ------------- -------------- January 28, 2005 $862.07 January 28, 2007 $877.25 January 28, 2012 $916.40 January 28, 2017 $957.29 The Purchase Price (equal to the Issue Price plus accrued Original Issue Discount and accrued and unpaid cash interest to the Purchase Date) may be paid, at the option of the Company, in cash or shares of Class A Common Stock or any combination thereof, except that the Purchase Price may only be paid in cash for any purchase of Securities pursuant to the January 28, 2005 Purchase Date. If prior to a Purchase Date this Security has been converted to a Cash Pay Security following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount plus accrued and unpaid interest from the date of conversion to, but excluding, the Purchase Date. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase all or a portion of the Securities if held by such Holder 35 Business Days after the occurrence of a Fundamental Change occurs at any time of the Company occurring on or prior to January 28, 2007 for a Fundamental Change Purchase Price equal to the Stated Maturity Issue Price plus accrued Original Issue Discount and accrued and unpaid cash interest to the Fundamental Change Purchase Date, which Fundamental Change Purchase Price may be paid, at 100% the option of the Company, in cash or shares of Class A Common Stock or any combination thereof. If prior to a Fundamental Change Purchase Date this Security has been converted to a Cash Pay Security following the occurrence of a Tax Event, the Fundamental Change Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, from the date of conversion to the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysPurchase Date. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a the Fundamental Change Repurchase Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will Original Issue Discount and cash interest shall cease to accrue on such Securities (or portions thereof) and will be deemed paid immediately after such Purchase Date or Fundamental Change Repurchase Purchase Date, as the case may be, whether or not such Securities have been delivered to the Paying Agent, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the August 15, 2009, August 15, 2014 and August 15, 2019 (each, an "OPTION PURCHASE DATE") at an Option Purchase Dates of June 1Price, 2010 and June 1payable in cash, 2018, at equal to one hundred percent (100% %) of the Principal Amountprincipal amount of the Securities to be purchased, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable Option Purchase Date (the “Purchase Price”)Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days twenty (20) Business Days prior to such the applicable Option Purchase Date until the close of business on the date that is 1 Business Day prior to such immediately preceding the applicable Option Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash the Paying Agent (other than the Company) holds on the applicable Option Purchase Date money sufficient to pay the aggregate Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be purchased on a Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding and accrued and unpaid interest, including Additional Amounts, if any, will to, but excluding, such Option Purchase Date, payable in respect of Securities on such Option Purchase Date, then (unless there shall be a Default in the payment of such aggregate Option Purchase Price or a Default in the payment of accrued and unpaid interest, if any, to, but excluding, such Option Repurchase Date) on and after such Option Purchase Date such Securities shall be deemed to be no longer outstanding and interest on them shall cease to accrue on accrue, and such Securities (shall be deemed paid whether or portions thereof) immediately after not such Purchase Date or Fundamental Change Repurchase DateSecurities are delivered to the Paying Agent. Thereafter, as the case may be, and the Holder thereof shall have no all other rights as of the Holders of such (Securities shall terminate with respect to such Securities, other than the right to receive the Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, upon surrender of plus such Security)accrued and unpaid interest.

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the Purchase Dates of June 1October 14, 2010 and June 1, 2018, at 100% of the Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding2000, the Purchase Date (Date, at $590.29, the “Purchase Price”)Price per $1,000 Principal Amount at Stated Maturity of such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days prior to such 20 Business Days preceding the Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Such Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Date. At the option of the Holder and subject Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to October 14, 2000, the Company shall, at the option of the Holder, purchase all Securities for which a Change in Control Purchase Notice shall become obligated to repurchase have been delivered as provided in the Securities if Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Fundamental Change occurs at any time prior in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price, plus accrued and unpaid interest and Additional Amounts, if any, Original Issue Discount to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. HoweverIf prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, notwithstanding the foregoingChange in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued interest from, a Holder will not have and including, the right to require date of conversion to, but excluding,, the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysControl Purchase Date. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureIndenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be. If cash sufficient to pay the Purchase Price or Fundamental Change Repurchase Price, as the case may be, in Control Purchase Price of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease Original Issue Discount (or interest upon conversion to be outstanding and interest, including Additional Amounts, if any, will cease semiannual coupon notes following the occurrence of a Tax Event) ceases to accrue on such Securities (or portions thereof) immediately on and after such Purchase Date or Fundamental Change Repurchase Date, as the case may bedate, and the Holder Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchaserepurchase for cash, at the option of the any Holder, all or any portion of the Securities held by such Holder on each of the Purchase Dates of June 1, 2010 2011, June 1, 2016 and June 1, 2018, 2021 in integral multiples of $1,000 at a Repurchase Price equal to 100% of the Principal Amount, principal amount of those Securities plus accrued and unpaid interest Interest, accrued and unpaid Contingent Interest, if any, and Additional Amounts, if any, on those Securities up to, but excludingnot including, the Purchase Date (Repurchase Date. To exercise such right, a Holder shall deliver to the “Purchase Price”), upon delivery of Paying Agent a Purchase Repurchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Repurchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date Repurchase Date, and upon delivery of shall deliver the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the any Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase for cash the Securities if held by such Holder after the occurrence of a Fundamental Change occurs at any time prior for a Fundamental Change Repurchase Price equal to the Stated Maturity at 100% of the Principal Amount principal amount of those Securities plus accrued and unpaid interest Interest, accrued and unpaid Contingent Interest, if any, and Additional Amounts, if any, on those Securities up to, but excludingnot including, the Fundamental Change Repurchase Date (Date. To exercise such right, a Holder shall deliver to the “Paying Agent a Fundamental Change Repurchase Price”), which Notice containing the information set forth in the Indenture at any time on or prior to the close of business on the Fundamental Change Repurchase Price Date and shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase deliver the Securities if to the Sale Price per share of Paying Agent as set forth in the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Repurchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be purchased on a Purchase as of the Repurchase Date or on a the Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent Agent, prior to or on the Business Day following the Purchase Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding Interest, Contingent Interest, if any, and interest, including Additional Amounts, if any, will shall cease to accrue on such Securities (or portions thereof) immediately after on and following such Purchase Repurchase Date or Fundamental Change Repurchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Repurchase Price or Fundamental Change Repurchase Price, as the case may be, Price upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the following Purchase Prices per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Purchase Price ------------- -------------- June 12, 2003 $628.57 June 12, 2010 $761.00 The Purchase Price (equal to the Issue Price plus accrued Original Issue Discount to the Purchase Date) may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount plus accrued and unpaid interest from the date of conversion to the Purchase Date. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase the Securities if held by such Holder 35 Business Days after the occurrence of a Fundamental Change occurs at any time in Control of the Company occurring on or prior to June 12, 2003 for a Change in Control Purchase Price equal to the Stated Maturity at 100% Issue Price plus accrued Original Issue Discount to the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, from the Fundamental date of conversion to the Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysControl Purchase Date. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, will cease Original Issue Discount ceases to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each August 16, 2010, August 16, 2013 and August 16, 2018 (each, an “Option Purchase Date”) at an Option Purchase Price of the Purchase Dates of June 1, 2010 and June 1, 2018, at one hundred percent (100% %) of the Principal AmountAmount at Maturity of Securities to be purchased, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable Option Purchase Date (the “Purchase Price”)Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days twenty (20) Business Days prior to such applicable Option Purchase Date until the close of business on the date that is 1 Business Day prior to such immediately preceding the applicable Option Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Option Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the IndenturePrice, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amountsinterest, if any, topayable, but excludingas provided in the Indenture, the Fundamental Change in respect of Securities upon a Repurchase Date (the “Fundamental Change Repurchase Price”)at Holder’s Option, which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities cash if the Sale applicable Option Purchase Date is August 16, 2010. Subject to certain conditions and exceptions set forth in the Indenture, upon a Repurchase at Holder’s Option where the applicable Option Purchase Date is August 16, 2013 or August 16, 2018, the Option Purchase Price per share may be paid for, in whole or in part, at the election of the Company’s , in cash or shares of Common Stock for or in any five Trading Days within the period combination of 10 consecutive Trading Days ending immediately after the later cash and shares of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysCommon Stock. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash the Paying Agent (other than the Company) holds on the applicable Option Purchase Date money and/or Common stock, if applicable and as provided in the Indenture, sufficient to pay the aggregate Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be purchased on a Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding and accrued and unpaid interest, including Additional Amounts, if any, will to, but excluding, the applicable Option Purchase Date, payable in respect of Securities on the applicable Option Purchase Date, then immediately after the applicable Option Purchase Date such Securities shall be deemed to be no longer outstanding and interest on them shall cease to accrue on accrue, and such Securities (shall be deemed paid whether or portions thereof) immediately after not such Purchase Date or Fundamental Change Repurchase DateSecurities are delivered to the Paying Agent. Thereafter, as the case may be, and the Holder thereof shall have no all other rights as of the Holders of such (Securities shall terminate with respect to such Securities, other than the right to receive the Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, upon surrender of plus such Security)accrued and unpaid interest.

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchaserepurchase, at the option of the Holder, all or any portion of the Securities held by such Holder on each of the Purchase Dates of June February 1, 2010 2017 and June February 1, 2018, 2022 in integral multiples of $1,000 at a Repurchase Price equal to 100% of the Principal Amount, principal amount of those Securities plus accrued and unpaid interest Interest and accrued and unpaid Additional AmountsInterest, if any, on those Securities up to, but excludingnot including, the Purchase Date (Repurchase Date. To exercise such right, a Holder shall deliver to the “Purchase Price”), upon delivery of Paying Agent a Purchase Repurchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days Business Days prior to such Purchase Repurchase Date until the close of business on the date that is 1 second Business Day prior to such Purchase Date Repurchase Date, and upon delivery of shall deliver the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities if held by such Holder after the occurrence of a Fundamental Change occurs at any time prior for a Fundamental Change Repurchase Price equal to the Stated Maturity at 100% of the Principal Amount principal amount of those Securities plus accrued and unpaid interest Interest and accrued and unpaid Additional AmountsInterest, if any, on those Securities up to, but excludingnot including, the Fundamental Change Repurchase Date (Date. To exercise such right, a Holder shall deliver to the “Paying Agent a Fundamental Change Repurchase Price”), which Notice containing the information set forth in the Indenture at any time on or prior to the close of business on the second Business Day prior to such Fundamental Change Repurchase Price Date and shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase deliver the Securities if to the Sale Price per share of Paying Agent as set forth in the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Repurchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be purchased on a Purchase as of the Repurchase Date or on a the Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent prior to or on the Business Day following the Purchase Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding Interest and interest, including Additional AmountsInterest, if any, will shall cease to accrue on such Securities (or portions thereof) immediately after on and following such Purchase Repurchase Date or Fundamental Change Repurchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Repurchase Price or Fundamental Change Repurchase Price, as the case may be, Price upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities Debentures held by such Holder on each of the November 30, 2004, 2005, 2008, 2012, and 2016 at a Purchase Dates of June 1, 2010 and June 1, 2018, at Price equal to 100% of the Principal Amountprincipal amount of the Debentures to be repurchased, plus accrued and unpaid interest and Additional Amountsinterest, including contingent interest, if any, to, but excludingnot including, the Purchase Date (Date. To exercise such right, a Holder shall deliver to the “Purchase Price”), upon delivery of Paying Agent a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such the relevant Purchase Date until the close of business on the date that is 1 third Business Day prior to such Purchase Date Date, and upon delivery of shall deliver the Securities Debentures to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will may be paid in cash. At paid, at the option of the Holder and Company, in cash or Applicable Stock, or in any combination thereof, subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders shall have the right to withdraw any Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering at any time prior to the Paying Agent close of business on the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with the provisions of the Indenture. If cash (and/or Applicable Stock if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities Debentures, or portions thereof to be purchased on for which a Purchase Date or on a Fundamental Change Repurchase Date, as the case may beNotice has been given, is deposited with the Paying Agent Agent, on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amountscontingent interest, if any, will cease to accrue on such Securities Debentures (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, upon surrender of such Security)Debenture.

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the any Holder, all or any portion of the Securities Notes held by such Holder on each July 1, 2017 (the “Option Purchase Date”) in principal amounts of $1,000 or multiples of $1,000 at an Option Purchase Price, payable in cash, equal to one hundred percent (100%) of the Purchase Dates of June 1, 2010 and June 1, 2018, at 100% principal amount of the Principal AmountNotes to be purchased, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the Option Purchase Date (the “Purchase Price”)Date, upon delivery of an Option Purchase Notice containing the information set forth in the Indenture. To exercise such right, a Holder shall deliver to the Paying Agent, and the Paying Agent must receive, an Option Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days twenty (20) Business Days prior to such the Option Purchase Date until the close of business on the date that is 1 Business Day prior to such immediately preceding the Option Purchase Date Date, and upon delivery of shall deliver the Securities Notes to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will be paid in cash. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading Days. Holders have the right to withdraw any (in whole or in part) an Option Purchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities Notes or portions thereof to be purchased on a with respect to Option Purchase Date or on a Fundamental Change Repurchase Date, as the case may be, is deposited with the Paying Agent by 10:00 a.m., New York City time, on the Business Day following the Option Purchase Date or the Fundamental Change Repurchase Date, as the case may bethen, immediately after such Option Purchase Date, such Securities will Notes shall cease to be outstanding and interest, interest (including Additional AmountsInterest, if any, will ) on such Notes shall cease to accrue on accrue, whether or not such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase Date, as Notes are delivered by their Holders to the case may bePaying Agent, and the Holder Holders thereof shall have no other rights as such (other than the right to receive the Option Purchase Price or Fundamental Change Repurchase Price, as the case may be, upon surrender delivery of such SecurityNotes by their Holders to the Paying Agent).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on each of the following Purchase Dates of June 1, 2010 and June 1, 2018, at 100% of the following Purchase Prices per $1,000 Principal Amount, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Purchase Date (the “Purchase Price”)Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 Business Day prior to immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Purchase Date Purchase Price February 13, 2002 $681.76 February 13, 2004 $712.97 February 13, 2007 $756.83 February 13, 2013 $852.82 The Purchase Price (equal to the Issue Price plus accrued Original Issue Discount to the Purchase Date, except in the case of February 13, 2002) may be paid, at the option of the Company, in cash or shares of Common Stock, or any combination thereof in accordance with the Indenture. If prior to a Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be paid in cashequal to the Restated Principal Amount, plus accrued and unpaid interest from the date of conversion to the Purchase Date. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase purchase all or a portion of the Securities if held by such Holder as of a Fundamental date no later than 35 Business Days after the occurrence of a Change occurs at any time in Control of the Company occurring on or prior to February 13, 2007 for a Change in Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount Issue Price plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, Original Issue Discount to the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”)in Control Purchase Date, which Fundamental Change Repurchase in Control Purchase Price shall be paid in cash. HoweverIf prior to a Change in Control Purchase Date this Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, notwithstanding the foregoingChange in Control Purchase Price shall be equal to the Restated Principal Amount, a Holder will not have plus accrued and unpaid interest from the right date of conversion to require the Company to repurchase Change in Control Purchase Date. 85 A third party may make the Securities if the Sale Price per share of the Company’s Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price offer and purchase of the Securities in effect on each lieu of those five Trading Daysthe Company in accordance with the Indenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Repurchase in Control Purchase Date, as the case may be, such Securities will (or portions thereof) shall cease to be outstanding and Original Issue Discount and interest, including Additional Amounts, if any, will on such Securities shall cease to accrue on such Securities (or portions thereof) immediately after on such Purchase Date or Fundamental Change Repurchase in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase in Control Purchase Price, as the case may be, upon surrender of such Security).

Purchase by the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on each of the Purchase Dates of June 122, 2010 2005, June 22, 2007, June 22, 2009, June 22, 2012 and June 122, 2018, 2017 in integral multiples of $1,000 at 100% a Purchase Price equal to the principal amount of the Principal Amount, those Securities plus accrued and unpaid interest, including contingent interest and Additional Amountsadditional interest, if any, to, but excluding, of such Security on the Purchase Date (Date. To exercise such right, a Holder shall deliver to the “Purchase Price”), upon delivery of Company a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 25 days 20 Business Days prior to such Purchase Date until the close of business on the date that is 1 third Business Day prior to such Purchase Date Date, and upon delivery of shall deliver the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price will may be paid paid, at the option of the Company, in cashcash or by the issuance and delivery of shares of Common Stock, or in any combination thereof, subject to the terms and conditions of the Indenture. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase offer to purchase the Securities if held by such Holder within 30 days (which purchase shall occur 30 days after the date of such offer) after the occurrence of a Fundamental Change occurs at any time prior of Control of the Company for a Change of Control Purchase Price equal to the Stated Maturity at 100% of the Principal Amount principal amount plus accrued and unpaid interest, including contingent interest and Additional Amountsadditional interest, if any, toof such Security on the Change of Control Purchase Date. The Change of Control Purchase Price may be paid, but excluding, at the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), which Fundamental Change Repurchase Price shall be paid in cash. However, notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities if the Sale Price per share option of the Company’s Common Stock for , in cash or by the issuance and delivery of shares of Applicable Stock, or in any five Trading Days within combination thereof, subject to the period of 10 consecutive Trading Days ending immediately after the later terms and conditions of the Fundamental Change or the public announcement of the Fundamental Change equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those five Trading DaysIndenture. Holders have the right to withdraw any Purchase Notice or Fundamental Change Repurchase of Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash (and/or Applicable Stock if permitted under the Indenture) sufficient to pay the Purchase Price or Fundamental Change Repurchase of Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on a as of the Purchase Date or on a Fundamental the Change Repurchase of Control Purchase Date, as the case may be, is deposited with the Paying Agent Agent, on the Business Day following the Purchase Date or the Fundamental Change Repurchase of Control Purchase Date, as the case may be, such Securities will cease to be outstanding and interest, including Additional Amounts, if any, interest will cease to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Repurchase of Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Repurchase Price, as the case may be, of Control Purchase Price upon surrender of such Security).