EXHIBIT 4.1 FIRST SUPPLEMENTAL INDENTURE

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ALASKA AIR GROUP INC | U.S. BANK NATIONAL ASSOCIATION

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Title: EXHIBIT 4.1 FIRST SUPPLEMENTAL INDENTURE
Governing Law: New York Date: 11/9/2004
Industry: Airline Law Firm: O'Melveny & Myers LLP Sector: Transportation

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EXHIBIT 4.1

FIRST SUPPLEMENTAL INDENTURE

Dated as of September 30, 2004

Supplement to Indenture dated as of March 21, 2003

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

between

ALASKA AIR GROUP, INC.

and

U.S. BANK NATIONAL ASSOCIATION

AS TRUSTEE

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

Senior Convertible Notes

due 2023

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TABLE OF CONTENTS

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PAGE

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RECITALS................................................................................. 1

ARTICLE 1

RATIFICATION; DEFINITIONS

SECTION 1.01. First Supplemental Indenture............................................ 2

SECTION 1.02. Definitions............................................................. 2

ARTICLE 2

AMENDMENTS TO CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE

SECTION 2.01. Amendments to Section 3.08 of the Original Indenture.................... 2

ARTICLE 3

AMENDMENTS TO CERTAIN PROVISIONS OF THE SECURITIES; NOTATION ON THE SECURITIES

SECTION 3.01 Amendments to Section 4 of the Securities............................... 6

SECTION 3.02. Amendments to Section 7 of the Securities............................... 5

SECTION 3.03. Notation on Securities.................................................. 7

ARTICLE 4

MISCELLANEOUS

SECTION 4.01. Trust Indenture Act Controls............................................ 8

SECTION 4.02. Incorporation into Indenture............................................ 8

SECTION 4.03. Successors and Assigns.................................................. 8

SECTION 4.04. Governing Law........................................................... 8

SECTION 4.05. Multiple Originals...................................................... 8

SECTION 4.06. Separability Clause..................................................... 8

SECTION 4.07 The Trustee............................................................. 8

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FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 2004 ("First

Supplemental Indenture"), between Alaska Air Group, Inc., a Delaware corporation

(the "Company"), and U.S. Bank National Association, as trustee (the "Trustee").

RECITALS

WHEREAS, the Company and the Trustee executed and delivered an Indenture,

dated as of March 21, 2003 (the "Original Indenture"; and, as amended by this

First Supplemental Indenture, the "Indenture"), to provide for the issuance by

the Company of its Senior Convertible Notes due 2023 (the "Securities");

WHEREAS, the Company desires to amend the Original Indenture and the

Securities to rescind the Company's right pursuant to Section 3.08 of the

Original Indenture and the Securities to pay for the purchase of Securities at

the option of the Holder pursuant to such section, in whole or in part, in

shares of Common Stock in lieu of cash;

WHEREAS, Section 9.01 of the Original Indenture provides that, without the

consent of any Securityholder, the Company and the Trustee may amend the

Original Indenture or the Securities to, among other things, make any change

that does not adversely affect the rights of any Holders; and

WHEREAS, all things necessary for the execution of this First Supplemental

Indenture, and to make this First Supplemental Indenture a valid supplement to

the Original Indenture according to its terms and a valid and binding agreement

of the Company, have been done.

NOW, THEREFORE, for and in consideration of the premises and the mutual

covenants and agreements hereinafter set forth, the parties hereto agree, for

the benefit of the other party and for the equal and ratable benefit of the

Holders, as follows:

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ARTICLE 1

RATIFICATION; DEFINITIONS

SECTION 1.01. First Supplemental Indenture. This First Supplemental

Indenture is supplemental to, and is entered into in accordance with Section

9.01 of the Original Indenture and, except as modified, amended and supplemented

by this First Supplemental Indenture, the provisions of the Original Indenture

are ratified and confirmed in all respects and shall remain in full force and

effect.

SECTION 1.02. Definitions. Capitalized terms used but not defined

herein shall have the meanings assigned to them in the Original Indenture.

ARTICLE 2

AMENDMENTS TO CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE

SECTION 2.01. Amendments to Section 3.08 of the Original Indenture.

Section 3.08 of the Original Indenture is hereby amended and restated to read in

its entirety as follows:

"SECTION 3.08 Purchase of Securities at Option of the Holder

(a) General. Securities shall be purchased by the Company pursuant

to paragraph 7 of the Securities as of March 21, 2008, 2013 and 2018

(each, a "Purchase Date"), at a purchase price equal to the Variable

Principal Amount of the Securities on the applicable Purchase Date plus

accrued and unpaid cash interest, if any, (the "Purchase Price"), at the

option of the Holder thereof, upon:

(1) delivery to the Paying Agent, by the Holder of a written notice

of purchase (a "Purchase Notice") at any time from the opening of

business on the date that is 20 Business Days prior to a Purchase

Date until the close of business on such Purchase Date stating:

(A) the certificate numbers of the Securities which the Holder

will deliver to be purchased,

(B) the portion of the Original Principal Amount of the

Securities which the Holder will deliver to be purchased,

which portion must be an Original Principal Amount of $1,000

or an integral multiple thereof,

Date pursuant to the terms and conditions specified in

paragraph 7 of the Securities and in this Indenture; and

(2) delivery of such Security to the Paying Agent prior to, on or

after the Purchase Date (together with all necessary endorsements)

at the offices

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of the Paying Agent, such delivery being a condition to receipt by

the Holder of the Purchase Price therefor; provided, however, that

such Purchase Price shall be so paid pursuant to this Section 3.08

only if the Security so delivered to the Paying Agent shall conform

in all respects to the description thereof in the related Purchase

Notice, as determined by the Company.

The Company shall purchase from the Holder thereof, pursuant to this

Section 3.08, a portion of a Security if the Original Principal Amount of

such portion is $1,000 or an integral multiple of $1,000. Provisions of

this Indenture that apply to the purchase of all of a Security also apply

to the purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to the provisions

of this Section 3.08 shall be consummated by the delivery of the

consideration to be received by the Holder (together with accrued and

unpaid cash interest, if any) promptly following the later of the Purchase

Date and the time of delivery of the Security.

Notwithstanding anything herein to the contrary, any Holder

delivering to the Paying Agent the Purchase Notice contemplated by this

Section 3.08(a) shall have the right to withdraw such Purchase Notice at

any time prior to the close of business on the business day prior to the

Purchase Date by delivery of a written notice of withdrawal to the Paying

Agent in accordance with Section 3.10.

The Paying Agent shall promptly notify the Company of the receipt by

it of any Purchase Notice or written notice of withdrawal thereof.

(b) Manner of Payment of Purchase Price. The Securities to be

purchased pursuant to Section 3.08(a) shall be paid for in U.S. legal

tender ("cash"), subject to the conditions set forth in Sections 3.08(c).

At least three Business Days before the Company Notice Date, the

Company shall deliver an Officers' Certificate to the Trustee specifying:

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

(ii) whether the Company desires the Trustee to give the Company

Notice required by Section 3.08(e).

Securities in respect of which a Purchase Notice pursuant to Section

3.08(a) has been given, shall be paid by the Company with cash equal to

the aggregate Purchase Price of such Securities. The Company Notice, as

provided in Section 3.08(e), shall be sent to Holders (and to beneficial

owners as required by applicable law) not less than 20 Business Days prior

to such Purchase Date (the "Company Notice Date").

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(d) Certain Definitions.

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

amended.

The "Market Price" of the Common Stock means the average of the Sale

Prices of the Common Stock for the five trading day period ending on the third

Business Day (if the third Business Day prior to the applicable Purchase Date is

a trading day or, if not, then on the last trading day) prior to the applicable

Purchase Date, appropriately adjusted to take into account the occurrence,

during the period commencing on the first of such trading days during such five

trading day period and ending on such Purchase Date, of any event described in

Section 11.06, 11.07 or 11.08; subject, however, to the conditions set forth in

Sections 11.09 and 11.10.

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

(e) Notice. The Company's notice shall be sent to the Holders (and

to beneficial owners as required by applicable law) in the manner provided

in Section 14.02 at the time specified in Section 3.08(c) (the "Company

Notice"). Each Company Notice shall include a form of Purchase Notice to

be completed by a Securityholder and shall state:

(i) the Purchase Price, the Conversion Rate and accrued and unpaid

cash interest, if any, that will be accrued and payable with respect

to the Securities as of the Purchase Date;

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

Agent;

(iii) that Securities as to which a Purchase Notice has been given

may be converted pursuant to Article 11 hereof only if the

applicable Purchase Notice has been withdrawn in accordance with the

terms of this Indenture;

(iv) that Securities must be surrendered to the Paying Agent to

collect payment of the Purchase Price and interest, if any;

(v) that the Purchase Price for any Security as to which a Purchase

Notice has been given and not withdrawn, together with any cash

interest payable with respect thereto, will be paid promptly

following the later of the Purchase Date and the time of surrender

of such Security as described in (iv);

(vi) the procedures the Holder must follow to exercise rights under

Section 3.08 and a brief description of those rights;

(vii) briefly, the conversion rights of the Securities and that

Holders who want to convert Securities must satisfy the requirements

set forth in paragraph 9 of the Securities;

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(viii) the procedures for withdrawing a Purchase Notice (including,

without limitation, for a conditional withdrawal pursuant to the

terms of Section 3.10);

(ix) that, unless the Company defaults in making payment of such

Purchase Price and cash interest, if any, the Variable Principal

Amount will cease to increase and cash interest, if any, on

Securities surrendered for purchase will cease to accrue on and

after the Purchase Date; and

(x) the CUSIP number of the Securities.

At the Company's request, the Trustee shall give such Company Notice

in the Company's name and at the Company's expense; provided, however,

that, in all cases, the text of such Company Notice shall be prepared by

the Company.

(f) [Intentionally Deleted]

(g) Procedure upon Purchase. The Company shall deposit cash at the

time and in the manner as provided in Section 3.11, sufficient to pay the

aggregate Purchase Price of, and any accrued and unpaid interest with

respect to all Securities to be purchased pursuant to this Section 3.08.

(h) Taxes. Nothing herein shall preclude any income tax withholding

required by law or regulations."

ARTICLE 3

AMENDMENTS TO CERTAIN PROVISIONS OF THE SECURITIES;

NOTATION ON THE SECURITIES

SECTION 3.01. Amendments to Section 4 of the Securities. Section 4

of the Securities is hereby amended and restated to read in its entirety as

follows:

"4. Indenture and First Supplemental Indenture.

The Company issued the Securities pursuant to an Indenture dated as

of March 21, 2003 (the "Original Indenture"), between the Company and the

Trustee. Pursuant to Section 9.01 of the Original Indenture, the Company

and the Trustee entered into a First Supplemental Indenture, dated as of

August 31, 2004 (the "First Supplemental Indenture"), to rescind the

Company's right to pay for the purchase of the Securities at the option of

the Holder in shares of Common Stock in lieu of cash. The terms of the

Securities include those stated in the Original Indenture, as amended by

the First Supplemental Indenture (as so amended, the "Indenture"), and

those made part of the Indenture by reference to the Trust Indenture Act

of 1939, as in effect from time to time (the "TIA"). Capitalized terms

used herein and not defined herein have the meanings ascribed thereto in

the Indenture. The Securities are subject to all such terms, and

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Securityholders are referred to the Indenture and the TIA for a statement

of those terms.

The Securities are unsecured (subject to Article XIII of the

Indenture) and unsubordinated obligations of the Company limited to

$150,000,000 aggregate Original Principal Amount (subject to Section 2.07

of the Indenture). The Indenture does not limit other indebtedness of the

Company, secured or unsecured."

SECTION 3.02. Amendments to Section 7 of the Securities. Section 7

of the Securities is hereby amended and restated to read in its entirety as

follows:

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

Subject to the terms and conditions of the Indenture, the Company

shall become obligated to purchase, at the option of the Holder, the

Securities held by such Holder on 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 Date plus accrued and unpaid

cash interest, if any, upon delivery of a Purchase Notice containing the

information set forth in the Indenture, at any time from the opening of

business on the date that is 20 Business Days prior to such Purchase Date

until the close of business on the 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 shall be paid in cash 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 equal to the Restated Principal Amount plus accrued

and unpaid cash interest from the date of conversion to the Purchase Date

as provided in the Indenture.

At the option of the Holder and subject to the terms and conditions

of the Indenture, the Company shall become obligated to purchase all or a

portion of the Securities in integral multiples of $1,000 Original

Principal Amount held by such Holder no later than 30 Business Days after

the occurrence of a Change in Control of the Company for a Change in

Control Purchase Price equal to the Variable Principal Amount of such

Securities plus accrued and unpaid cash interest, if any, to but not

including 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 quarterly 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 cash

interest from the date of conversion to the Change in Control Purchase

Date.

A third party may make the offer and purchase of the Securities in

lieu of the Company in accordance with the Indenture.

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Holders have the right to withdraw any Purchase Notice or Change in

Control Purchase Notice, as the case may be, by delivering to the Paying

Agent a written notice of withdrawal in accordance with the provisions of

the Indenture.

If cash sufficient to pay the Purchase Price or Change in Control

Purchase Price, as the case may be, of all Securities or portions thereof

to be purchased as of the Purchase Date or the Change in Control Purchase

Date, as the case may be, is deposited with the Paying Agent on the

Business Day following the Purchase Date or the Change in Control Purchase

Date, as the case may be, the Variable Principal Amount shall cease to

increase, and cash interest, if any, shall cease to accrue on such

Securities (or portions thereof) on such Purchase Date or Change in

Control Purchase Date, as the case may be, and the Holder thereof shall

have no other rights as such (other than the right to receive the Purchase

Price or Change in Control Purchase Price, as the case may be, if any,

upon surrender of such Security)."

SECTION 3.03. Notation on Securities. (a) The Securities, as amended

by the provisions of this First Supplemental Indenture, shall bear a notation

substantially to the following effect:

"THE TERMS OF THIS SECURITY HAVE BEEN AMENDED TO THE EXTENT PROVIDED IN

THE FIRST SUPPLEMENTAL INDENTURE, DATED AS OF AUGUST 31, 2004, BETWEEN THE

COMPANY AND THE TRUSTEE. THE FIRST SUPPLEMENTAL INDENTURE WAS ENTERED INTO

BETWEEN THE COMPANY AND THE TRUSTEE PURSUANT TO SECTION 9.01 OF THE

INDENTURE TO RESCIND THE COMPANY'S RIGHT TO PAY FOR THE PURCHASE OF THE

SECURITIES AT THE OPTION OF THE HOLDER IN SHARES OF COMMON STOCK IN LIEU

OF CASH. THE TERMS OF THIS SECURITY INCLUDE THOSE STATED IN THE INDENTURE,

AS SUPPLEMENTED BY THE FIRST SUPPLEMENTAL INDENTURE, AND HOLDERS ARE

REFERRED TO THE INDENTURE AND THE FIRST SUPPLEMENTAL INDENTURE FOR A

STATEMENT OF THOSE TERMS."

(b) The Trustee hereby agrees to cause the Securities to bear the

above notation pursuant to, and upon satisfaction of, the conditions set forth

in Sections 9.05, 9.06, 14.04 and 14.05 of the Indenture.

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ARTICLE 4

MISCELLANEOUS

SECTION 4.01. Trust Indenture Act Controls. If any provision of this

First Supplemental Indenture limits, qualifies, or conflicts with another

provision which is required to be included in this Indenture by the TIA, the

required provision shall control.

SECTION 4.02. Incorporation into Indenture. This First Supplemental

Indenture and all its provisions shall be deemed a part of the Original

Indenture in the manner and to the extent herein and therein provided.

SECTION 4.03. Successors. All covenants and agreements of the

Company and the Trustee in this First Supplemental Indenture shall bind their

respective successors.

SECTION 4.04. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL

GOVERN THIS FIRST SUPPLEMENTAL INDENTURE.

SECTION 4.05. Multiple Originals. The parties may sign any number of

copies of this First Supplemental Indenture. Each signed copy shall be an

original, but all of them together represent the same agreement. One originally

signed copy is enough to prove this First Supplemental Indenture.

SECTION 4.06. Separability Clause. In case any provision in this

First Supplemental Indenture or in the Securities shall be invalid, illegal or

unenforceable, the validity, legality and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby.

SECTION 4.07 The Trustee. The Trustee shall not be responsible in

any manner whatsoever for or in respect of the validity or sufficiency of this

First Supplemental Indenture. The recitals herein contained are made by the

Company and not by the Trustee, and the Trustee assumes no responsibility for

the correctness thereof.

* * * * * * * * *

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IN WITNESS WHEREOF, the undersigned, being duly authorized, have

executed this First Supplemental Indenture on behalf of the respective parties

hereto as of the date first above written.

ALASKA AIR GROUP, INC.

By: /s/ Bradley Tilden

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

Name: Bradley Tilden

Title: Executive Vice President/Finance &

Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: /s/ Alison D.B. Nadeau

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

Name: Alison D.B. Nadeau

Title: Vice President

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EXECUTION COPY

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ALASKA AIR GROUP, INC.

AND

U.S. BANK NATIONAL ASSOCIATION

as TRUSTEE

Senior Convertible Notes

due 2023

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

INDENTURE

Dated as of March 21, 2003

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CROSS REFERENCE TABLE*

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IA Section...................................................... Indenture Section

310(a)(1)....................................................... 7.10

(a)(2)....................................................... 7.10

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

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

(b).......................................................... 7.08; 7.10

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

311(a).......................................................... 7.11

(b).......................................................... 7.11

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

312(a).......................................................... 2.05

(b).......................................................... 14.03

(c).......................................................... 14.03

313(a).......................................................... 7.06

(b)(1)....................................................... N.A.

(b)(2)....................................................... 7.06

(c).......................................................... 14.02

(d).......................................................... 7.06

314(a).......................................................... 4.02; 4.03; 14.02

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

(c)(1)....................................................... 14.04

(c)(2)....................................................... 14.04

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

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

(e).......................................................... 14.05

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

315(a).......................................................... 7.01

(b).......................................................... 7.05; 14.02

(c).......................................................... 7.01

(d).......................................................... 7.01

(e).......................................................... 6.11

316(a) (last sentence).......................................... 2.08

(a)(1)(A).................................................... 6.05

(a)(1)(B).................................................... 6.04

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

(b).......................................................... 6.07

317(a)(1)....................................................... 6.08

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

(b).......................................................... 2.04

318(a).......................................................... 14.01

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N.A. means Not Applicable.

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* Note: This Cross Reference Table shall not, for any purpose, be deemed to

be part of the Indenture.

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TABLE OF CONTENTS*

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ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions......................................................................................... 1

SECTION 1.02 Other Definitions................................................................................... 8

SECTION 1.03 Incorporation by Reference of Trust Indenture Act................................................... 10

SECTION 1.04 Rules of Construction............................................................................... 10

SECTION 1.05 Acts of Holders..................................................................................... 10

ARTICLE 2

THE SECURITIES

SECTION 2.01 Form and Dating..................................................................................... 12

SECTION 2.02 Execution and Authentication........................................................................ 13

SECTION 2.03 Registrar, Paying Agent and Conversion Agent........................................................ 14

SECTION 2.04 Paying Agent to Hold Money and Securities in Trust.................................................. 15

SECTION 2.05 Securityholder Lists................................................................................ 15

SECTION 2.06 Transfer and Exchange............................................................................... 15

SECTION 2.07 Replacement Securities.............................................................................. 17

SECTION 2.08 Outstanding Securities; Determinations of Holders' Action........................................... 17

SECTION 2.09 Temporary Securities................................................................................ 18

SECTION 2.10 Cancellation........................................................................................ 18

SECTION 2.11 Persons Deemed Owners............................................................................... 19

SECTION 2.12 Global Securities................................................................................... 19

SECTION 2.13 CUSIP Numbers....................................................................................... 24

ARTICLE 3

REDEMPTION AND PURCHASES

SECTION 3.01 Right to Redeem; Notices to Trustee................................................................. 24

SECTION 3.02 Selection of Securities to Be Redeemed.............................................................. 24

SECTION 3.03 Notice of Redemption................................................................................ 25

SECTION 3.04 Effect of Notice of Redemption...................................................................... 26

SECTION 3.05 Deposit of Redemption Price......................................................................... 26

SECTION 3.06 Securities Redeemed in Part......................................................................... 26

SECTION 3.07 Conversion Arrangement on Call for Redemption....................................................... 26

SECTION 3.08 Purchase of Securities at Option of the Holder...................................................... 27

SECTION 3.09 Purchase of Securities at Option of the Holder upon Change in Control............................... 33

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* Note: This Table of Contents shall not, for any purpose, be deemed to be

part of the Indenture.

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SECTION 3.10 Effect of Purchase Notice or Change in Control Purchase Notice...................................... 36

SECTION 3.11 Deposit of Purchase Price or Change in Control Purchase Price....................................... 37

SECTION 3.12 Securities Purchased in Part........................................................................ 37

SECTION 3.13 Repayment to the Company............................................................................ 38

ARTICLE 4

COVENANTS

SECTION 4.01 Payment of Securities............................................................................... 38

SECTION 4.02 SEC and Other Reports............................................................................... 38

SECTION 4.03 Compliance Certificate.............................................................................. 39

SECTION 4.04 Further Instruments and Acts........................................................................ 39

SECTION 4.05 Maintenance of Office or Agency..................................................................... 39

SECTION 4.06 Delivery of Certain Information..................................................................... 39

SECTION 4.07 Limitation on Guarantees of Indebtedness by Subsidiaries............................................ 40

SECTION 4.08 Covenant to Comply With Securities Laws Upon Purchase of Securities................................. 40

SECTION 4.09 Calculation of Certain Amounts...................................................................... 40

ARTICLE 5

SUCCESSOR CORPORATION

SECTION 5.01 When Company May Merge or Transfer Assets........................................................... 40

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default................................................................................... 41

SECTION 6.02 Acceleration........................................................................................ 43

SECTION 6.03 Other Remedies...................................................................................... 44

SECTION 6.04 Waiver of Past Defaults............................................................................. 44

SECTION 6.05 Control by Majority................................................................................. 44

SECTION 6.06 Limitation on Suits................................................................................. 45

SECTION 6.07 Rights of Holders to Receive Payment................................................................ 45

SECTION 6.08 Collection Suit by Trustee.......................................................................... 45

SECTION 6.09 Trustee May File Proofs of Claim.................................................................... 45

SECTION 6.10 Priorities.......................................................................................... 46

SECTION 6.11 Undertaking for Costs............................................................................... 47

SECTION 6.12 Waiver of Stay, Extension or Usury Laws............................................................. 47

ARTICLE 7

TRUSTEE

SECTION 7.01 Duties of Trustee................................................................................... 47

SECTION 7.02 Rights of Trustee................................................................................... 48

SECTION 7.03 Individual Rights of Trustee........................................................................ 50

SECTION 7.04 Trustee's Disclaimer................................................................................ 50

SECTION 7.05 Notice of Defaults.................................................................................. 50

SECTION 7.06 Reports by Trustee to Holders....................................................................... 50

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SECTION 7.07 Compensation and Indemnity.......................................................................... 50

SECTION 7.08 Replacement of Trustee.............................................................................. 51

SECTION 7.09 Successor Trustee by Merger......................................................................... 52

SECTION 7.10 Eligibility; Disqualification....................................................................... 52

SECTION 7.11 Preferential Collection of Claims Against Company................................................... 52

ARTICLE 8

DISCHARGE OF INDENTURE

SECTION 8.01 Discharge of Liability on Securities................................................................ 52

SECTION 8.02 Repayment to the Company............................................................................ 53

ARTICLE 9

AMENDMENTS

SECTION 9.01 Without Consent of Holders.......................................................................... 53

SECTION 9.02 With Consent of Holders............................................................................. 54

SECTION 9.03 Compliance with Trust Indenture Act................................................................. 55

SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.............................................. 55

SECTION 9.05 Notation on or Exchange of Securities............................................................... 55

SECTION 9.06 Trustee to Sign Supplemental Indentures............................................................. 55

SECTION 9.07 Effect of Supplemental Indentures................................................................... 55

ARTICLE 10

SPECIAL TAX EVENT CONVERSION

SECTION 10.01 Optional Conversion to Quarterly Coupon Note upon Tax Event........................................ 55

ARTICLE 11

CONVERSION

SECTION 11.01 Conversion Privilege............................................................................... 56

SECTION 11.02 Conversion Procedure............................................................................... 56

SECTION 11.03 Fractional Shares.................................................................................. 58

SECTION 11.04 Taxes on Conversion................................................................................ 58

SECTION 11.05 Company to Provide Stock........................................................................... 58

SECTION 11.06 Adjustment for Change in Capital Stock............................................................. 58

SECTION 11.07 Adjustment for Rights Issue........................................................................ 59

SECTION 11.08 Adjustment for Other Distributions................................................................. 60

SECTION 11.09 When Adjustment May Be Deferred.................................................................... 62

SECTION 11.10 When No Adjustment Required........................................................................ 62

SECTION 11.11 Notice of Adjustment............................................................................... 63

SECTION 11.12 Voluntary Increase................................................................................. 63

SECTION 11.13 Notice of Certain Transactions..................................................................... 63

SECTION 11.14 Reorganization of Company; Special Distributions................................................... 64

SECTION 11.15 Company Determination Final........................................................................ 64

SECTION 11.16 Trustee's Adjustment Disclaimer.................................................................... 65

SECTION 11.17 Simultaneous Adjustments........................................................................... 65

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SECTION 11.18 Successive Adjustments............................................................................. 65

SECTION 11.19 Rights Issued in Respect of Common Stock Issued Upon Conversion.................................... 65

SECTION 11.20 Company's Right to Elect to Pay Cash or Common Stock............................................... 65

ARTICLE 12

PAYMENT OF INTEREST

SECTION 12.01 Interest Payments.................................................................................. 66

SECTION 12.02 Defaulted Interest................................................................................. 66

SECTION 12.03 Interest Rights Preserved.......................................................................... 67

ARTICLE 13

SECURITY

SECTION 13.01 Security........................................................................................... 67

ARTICLE 14

MISCELLANEOUS

SECTION 14.01 Trust Indenture Act Controls....................................................................... 69

SECTION 14.02 Notices............................................................................................ 69

SECTION 14.03 Communication by Holders with Other Holders........................................................ 70

SECTION 14.04 Certificate and Opinion as to Conditions Precedent................................................. 70

SECTION 14.05 Statements Required in Certificate or Opinion...................................................... 70

SECTION 14.06 Separability Clause................................................................................ 70

SECTION 14.07 Rules by Trustee, Paying Agent, Conversion Agent and Registrar..................................... 70

SECTION 14.08 Calculations....................................................................................... 71

SECTION 14.09 Legal Holidays..................................................................................... 71

SECTION 14.10 GOVERNING LAW...................................................................................... 71

SECTION 14.11 No Recourse Against Others......................................................................... 71

SECTION 14.12 Successors......................................................................................... 71

SECTION 14.13 Multiple Originals................................................................................. 71

EXHIBITS

Exhibit A-1 Form of Global Security

Exhibit A-2 Form of Certificate Security

Exhibit B-1 Transfer Certificate

Exhibit B-2 Form of Letter to be Delivered by Accredited Investors

</TABLE>

<PAGE>

EXECUTION COPY

INDENTURE dated as of March 21, 2003 between ALASKA AIR GROUP, INC.,

a Delaware corporation ("Company"), and U.S. Bank National Association, as

trustee (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of Senior

Convertible Notes due 2023 (the "Securities") having the terms, tenor, amount

and other provisions hereinafter set forth, and, to provide therefor, the

Company has duly authorized the execution and delivery of this Indenture.

All things necessary to make the Securities, when the Securities are

duly executed by the Company and authenticated and delivered hereunder and duly

issued by the Company, the valid obligations of the Company, and to make this

Indenture a valid and binding agreement of the Company, in accordance with their

and its terms, have been done. In addition, all things necessary to duly

authorize the issuance of the Common Stock of the Company issuable upon the

conversion of the Securities, and to duly reserve for issuance the number of

shares of Common Stock issuable upon such conversion, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the

Securities by the Holders thereof, it is mutually covenanted and agreed, for the

equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

"144A Global Security" means a permanent Global Security in the form

of the Security attached hereto as Exhibit A-1, and that is deposited with and

registered in the name of the Depositary, representing Securities sold in

reliance on Rule 144A under the Securities Act.

"Affiliate" of any specified person means any other person directly

or indirectly controlling or controlled by or under direct or indirect common

control with such specified person. For the purposes of this definition,

"control" when used with respect to any specified person means the power to

direct or cause the direction of the management and policies of such person,

directly or indirectly, whether through the ownership of voting securities, by

contract or otherwise; and the terms "controlling" and "controlled" have

meanings correlative to the foregoing.

"Applicable Procedures" means, with respect to any transfer or

transaction involving a Global Security or beneficial interest therein, the

rules and procedures of the Depositary for such Security, in each case to the

extent applicable to such transaction and as in effect from time to time.

"Average Sale Price" means the average of the Sale Prices of the

Common Stock for the shorter of

(i) 30 consecutive trading days ending on the last full trading day

prior to the Time of Determination with respect to the rights,

warrants or options or distribution in respect of which the Average

Sale Price is being calculated, or

(ii) the period (x) commencing on the date next succeeding the first

public announcement of (a) the issuance of rights, warrants or

options or (b) the distribution, in each case, in respect of which

the Average Sale Price is being calculated and (y) proceeding

through the last full trading day prior to the Time of Determination

with respect to the rights, warrants or options or distribution in

respect of which the Average Sale Price is being calculated

(excluding days within such period, if any, which are not trading

days), or

(iii) the period, if any, (x) commencing on the date next succeeding

the Ex-Dividend Time with respect to the next preceding (a) issuance

of rights, warrants or options or (b) distribution, in each case,

for which an adjustment is required by the provisions of Section

11.06(c), 11.07 or 11.08 and (y) proceeding through the last full

trading day prior to the Time of Determination with respect to the

rights, warrants or options or distribution in respect of which the

Average Sale Price is being calculated (excluding days within such

period, if any, which are not trading days).

In the event that the Ex-Dividend Time (or in the case of a

subdivision, combination or reclassification, the effective date with respect

thereto) with respect to a dividend, subdivision, combination or

reclassification to which Section 11.06(a), (b), (d) or (e) applies occurs

during the period applicable for calculating "Average Sale Price" pursuant to

the definition in the preceding sentence, "Average Sale Price" shall be

calculated for such period in a manner determined by the Board of Directors to

reflect the impact of such dividend, subdivision, combination or

reclassification on the Sale Price of the Common Stock during such period.

"Board of Directors" means either the board of directors of the

Company or any duly authorized committee of such board.

"Business Day" means each day of the year other than a Saturday or a

Sunday or other day on which banking institutions in The City of New York are

required or authorized to close.

"Capital Stock" for any corporation means any and all shares,

interests, rights to purchase, warrants, options, participations or other

equivalents of or interests in (however designated) stock or other equity issued

by that corporation.

"Certificated Securities" means any of the Securities that are in

the form of the Securities attached hereto as Exhibit A-2.

<PAGE>

"Common Stock" shall mean the shares of Common Stock, $1.00 par

value, of the Company as it exists on the date of this Indenture or any other

shares of Capital Stock of the Company into which the Common Stock shall be

reclassified or changed.

"Company" means the party named as the "Company" in the first

paragraph of this Indenture until a successor replaces it pursuant to the

applicable provisions of this Indenture and, thereafter, shall mean such

successor. The foregoing sentence shall likewise apply to any subsequent such

successor or successors.

"Company Request" or "Company Order" means a written request or

order signed in the name of the Company by any two Officers.

"Corporate Trust Office" means the principal office of the Trustee

at which at any time its corporate trust business shall be administered, which

office at the date hereof is located at 101 Barclay Street, 8W, New York, New

York 10286, Attention: Corporate Trust Division, or such other address as the

Trustee may designate from time to time by notice to the Company, or the

principal corporate trust office of any successor Trustee (or such other address

as a successor Trustee may designate from time to time by notice to the

Company).

"Debt" means with respect to the Company or any Subsidiary at any

date, without duplication, obligations (other than nonrecourse obligations) for

borrowed money or evidenced by bonds, debentures, notes or similar instruments.

"Default" means any event which is, or after notice or passage of

time or both would be, an Event of Default.

"Global Securities" means any of the Securities that are in the form

of the Securities attached hereto as Exhibit A-1, and to the extent that such

Securities are required to bear the Legend required by Section 2.06, such

Securities will be in the form of a 144A Global Security.

"Government Securities" means the direct obligations of, obligations

fully guaranteed by, or participations in pools consisting solely of obligations

of or obligations guaranteed by the United States of America for the payment of

which guarantee or obligations the full faith and credit of the United States of

America is pledged and which are not callable or redeemable at the option of the

issuer thereof.

"guarantee" means, as applied to any obligation, (i) a guarantee

(other than by endorsement of negotiable instruments for collection in the

ordinary course of business), direct or indirect, in any manner, of any part or

all of such obligation and (ii) an agreement, direct or indirect, contingent or

otherwise, the practical effect of which is to assure in any way the payment or

performance (or payment of damages in the event of non-performance) of all or

any part of such obligation, including, without limiting the foregoing, the

payment of amounts drawn down by letters of credit.

"Holder" or "Securityholder" means a person in whose name a Security

is registered on the Registrar's books.

<PAGE>

"Indenture" means this Indenture, as amended or supplemented from

time to time in accordance with the terms hereof, including the provisions of

the TIA that are deemed to be a part hereof.

"Interest Payment Date" means March 21, June 21, September 21 and

December 21 of each year, commencing June 21, 2003 until (subject to Article X

hereof) March 21, 2008.

"Institutional Accredited Investor Security" means a Security in the

form of the Security attached hereto as Exhibit A-2, representing Securities

sold to Institutional Accredited Investors.

"Issue Date" of any Security means the date on which the Security

was originally issued or deemed issued as set forth on the face of the Security.

"Issue Price" of any Security means, in connection with the original

issuance of such Security, the initial issue price at which the Security is sold

as set forth on the face of the Security.

"Lien" means, with respect to any asset, any mortgage, lien, pledge,

charge, security interest or encumbrance of any kind in respect of such asset

given to secure any indebtedness, whether or not filed, recorded or otherwise

perfected under applicable law (including any conditional sale or other title

retention agreement, any lease in the nature thereof, any option or other

agreement to sell or give a security interest in and any filing of or agreement

to give any financing statement under the Uniform Commercial Code (or equivalent

statutes) of any jurisdiction with respect to any such lien, pledge, charge or

security interest).

"Officer" means the Chairman of the Board, the Vice Chairman, the

Chief Executive Officer, the President, any Executive Vice President, any Senior

Vice President, any Vice President, the Treasurer or the Secretary or any

Assistant Treasurer or Assistant Secretary of the Company.

"Officers' Certificate" means a written certificate containing the

information specified in Sections 14.04 and 14.05, signed in the name of the

Company by any two Officers, and delivered to the Trustee. An Officers'

Certificate given pursuant to Section 4.03 shall be signed by the principal

executive financial or accounting Officer of the Company but need not contain

the information specified in Sections 14.04 and 14.05.

"Opinion of Counsel" means a written opinion containing the

information specified in Sections 14.04 and 14.05, from legal counsel who is

reasonably acceptable to the Trustee. The counsel may be an employee of, or

counsel to, the Company or the Trustee.

"Original Principal Amount" of each Security means the original

principal amount as set forth on the face of the Security.

"person" or "Person" means any individual, corporation, limited

liability company, partnership, joint venture, association, joint-stock company,

trust, unincorporated organization, or government or any agency or political

subdivision thereof.

<PAGE>

"Pledge Account" means an account established by the Trustee

pursuant to the terms of the Pledge Agreement for the deposit of the Pledged

Securities purchased by the Company with a portion of the proceeds from the sale

of the Securities.

"Pledge Agreement" means the Pledge Agreement, dated as of the date

hereof, made by the Company in favor of the Trustee, governing the disbursement

of funds from the Pledge Account, as such agreement may be amended, restated,

supplemented or otherwise modified from time to time, and the term Pledge

Agreement includes the Control Agreement referred to therein and contemplated

thereby, as such agreement may be amended, restated, supplemented or otherwise

modified from time to time.

"Pledged Securities" means the Government Securities to be purchased

by the Company and held in the Pledge Account in accordance with the Pledge

Agreement.

"Principal", "Principal Amount" or "principal amount" of a Security

on any date means the Variable Principal Amount of such Security on such date.

"Rate/Yield Determination Date" means the second London Banking Day

preceding the related Reset Date.

"Redemption Date" or "redemption date" means the date specified for

redemption of the Securities in accordance with the terms of the Securities and

this Indenture.

"Redemption Price" or "redemption price" shall have the meaning set

forth in paragraph 6 of the Securities.

"Regular Record Date" means each March 7, June 7, September 7 and

December 7 (whether or not a Business Day).

"Reset Date" means each March 21, June 21, September 21 and December

21 of each year, commencing on June 21, 2003; provided, however, that if any

Reset Date would otherwise be a day that is not a Business Day, that Reset Date

will be postponed to the next succeeding Business Day, except if that Business

Day falls in the next succeeding calendar month, that Reset Date will be the

immediately preceding Business Day.

"Responsible Officer" means, when used with respect to the Trustee,

any officer within the corporate trust department of the Trustee, including any

vice president, assistant vice president, assistant secretary, trust officer or

any other officer of the Trustee who customarily performs functions similar to

those performed by the Persons who at the time shall be such officers,

respectively, or to whom any corporate trust matter is referred because of such

person's knowledge of and familiarity with the particular subject and who, in

each case, shall have direct responsibility for the administration of this

Indenture.

"Restricted Security" means a Security required to bear the

restrictive legend set forth in the form of Security set forth in Exhibits A-1

and A-2 of this Indenture.

"Rule 144" means Rule 144 under the Securities Act (or any successor

rule having substantially similar provisions), as it may be amended from time to

time.

<PAGE>

"Rule 144A" means Rule 144A under the Securities Act (or any

successor rule having substantially similar provisions), as it may be amended

from time to time.

"Sale Price" of Capital Stock on any date means (a) the closing per

share sale price (or, if no closing sale price is reported, the average of the

bid and ask prices or, if more than one in either case, the average of the

average bid and the average ask prices) on such date as reported on the NYSE or

such other United States securities exchange on which the Capital Stock is

traded or, if the Capital Stock is not listed on a United States national or

regional securities exchange, as reported by the National Association of

Securities Dealers Automated Quotation System or by the National Quotation

Bureau Incorporated or (b) in the absence of such quotation, such price as the

Company shall determine on the basis of such quotations as the Company considers

appropriate.

"SEC" means the United States Securities and Exchange Commission.

"Securities" means any of the Company's Senior Convertible Notes due

2023, as amended or supplemented from time to time, issued under this Indenture.

"Securityholder" or "Holder" means a person in whose name a Security

is registered on the Registrar's books.

"Significant Subsidiary" means "significant subsidiary", as such

term is defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933,

as amended.

"Special Record Date" means, with respect to, the payment of any

Defaulted Interest, the date fixed by the Trustee pursuant to Section 12.02.

"Stated Maturity", when used with respect to any Security, means the

date specified in such Security as the final fixed date on which the Variable

Principal Amount of such Security is due and payable.

"Subsidiary" means (i) a corporation, a majority of whose Capital

Stock with voting power, under ordinary circumstances, to elect directors is, at

the date of determination, directly or indirectly owned by the Company, by one

or more Subsidiaries of the Company or by the Company and one or more

Subsidiaries of the Company, (ii) a partnership in which the Company or a

Subsidiary of the Company holds a majority interest in the equity capital or

profits of such partnership, or (iii) any other person (other than a corporation

or a partnership) in which the Company, a Subsidiary of the Company or the

Company and one or more Subsidiaries of the Company, directly or indirectly, at

the date of determination, has (x) at least a majority ownership interest or (y)

the power to elect or direct the election of a majority of the directors or

other governing body of such person.

"Tax Event" means that the Company shall have received an opinion

from independent tax counsel experienced in such matters to the effect that as a

result of (a) any amendment to, or change (including any announced prospective

change) in, the laws (or any regulations thereunder) of the United States or any

taxing authority thereof or (b) any amendment to, or change in, an

interpretation or application of such laws or regulations by any legislative

body, court, governmental agency or regulatory authority, in each case which

<PAGE>

amendment or change is enacted, promulgated, issued or announced or which

interpretation is issued or announced or which action is taken, on or after

March 18, 2003, there is more than an insubstantial risk that accruals of

variable principal amount payable on the Securities either (i) would not be

deductible on a current accrual basis or (ii) would not be deductible under any

other method, in either case in whole or in part, by the Company (by reason of

deferral, disallowance, or otherwise) for United States federal income tax

purposes.

"Tax Original Issue Discount" means the amount of ordinary interest

income on a Security that must be accrued as original issue discount for United

States federal income tax purposes.

"TIA" means the Trust Indenture Act of 1939 as in effect on the date

of this Indenture, provided, however, that in the event the TIA is amended after

such date, TIA means, to the extent required by any such amendment, the TIA as

so amended.

"Time of Determination" means the time and date of the earlier of

(i) the determination of stockholders entitled to receive rights, warrants or

options or a distribution, in each case, to which Section 11.07 or 11.08 applies

and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of

"ex-dividend" trading for such rights, warrants or options or distribution on

the New York Stock Exchange or such other national or regional exchange or

market on which the Common Stock is then listed or quoted.

"trading day" means a day during which trading in securities

generally occurs on the New York Stock Exchange or, if the Common Stock is not

listed on the New York Stock Exchange, on the principal other national or

regional securities exchange on which the Common Stock is then listed or, if the

Common Stock is not listed on a national or regional securities exchange, on the

National Association of Securities Dealers Automated Quotation System or, if the

Common Stock is not quoted on the National Association of Securities Dealers

Automated Quotation System, on the principal other market on which the Common

Stock is then traded.

"Trustee" means the party named as the "Trustee" in the first

paragraph of this Indenture until a successor replaces it pursuant to the

applicable provisions of this Indenture and, thereafter, shall mean such

successor. The foregoing sentence shall likewise apply to any subsequent such

successor or successors.

"3-month LIBOR" means, as of any Reset Date:

(a) the blended rate for 3-month deposits in United States dollars

commencing on such Reset Date that appears on the Moneyline Telerate Page 3750

as of 11:00 A.M., London time, on the related Rate/Yield Determination Date, or

(b) if fewer than two source rates are used to calculate the blended

rate, or no rate appears, on the particular Rate/Yield Determination Date on the

Moneyline Telerate Page 3750, the rate calculated by the Calculation Agent as

the arithmetic mean of at least two offered quotations obtained by the

Calculation Agent after requesting the principal London offices of each of four

major reference banks (which shall not include Affiliates of the Calculation

Agent) in the London interbank market to provide the Calculation Agent with its

offered quotation for deposits in United States dollars for the period of three

months, commencing on the related Reset

<PAGE>

Date, to prime banks in the London interbank market at approximately 11.00 A.M.,

London time, on that Rate/Yield Determination Date and in a principal amount

that is representative for a single transaction in United States dollars in that

market at that time, or

are provided as requested, the rate calculated by the Calculation Agent as the

arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time,

on the particular Rate/Yield Determination Date by three major banks (which

shall not include Affiliates of the Calculation Agent) in The City of New York

selected by the Calculation Agent for loans in United States dollars to leading

European banks for a period of three months and in a principal amount that is

representative for a single transaction in United States dollars in that market

at that time, or

(d) if the banks so selected by the Calculation Agent are not

quoting as mentioned in clause (c), the current LIBOR in effect from the

previous Rate/Yield Determination Date.

For purposes of clauses (b) and (c) above, all percentages resulting

from such calculations will be rounded, if necessary, to the nearest one

hundred-thousandth of a percentage point, with five one-millionths of a

percentage point rounded upward.

"Variable Interest Rate" shall be, until June 21, 2003, 3.78625% per

annum. Commencing June 21, 2003, the Variable Interest Rate shall be reset

quarterly each Reset Date until March 21, 2008 to a rate of 3-month LIBOR plus

2.50% per annum. The Variable Interest Rate will be calculated using the actual

number of days elapsed between the Reset Dates divided by 360.

"Variable Principal Amount" of a Security means the Original

Principal Amount increased daily by the applicable Variable Yield. Until March

21, 2008, the Variable Principal Amount per $1,000 Original Principal Amount of

a Security will be equal to the Original Principal Amount of $1,000. Commencing

March 21, 2008, the Variable Principal Amount will accrue daily at the

applicable Variable Yield applied to the Variable Principal Amount of the

Security as of the most recent Reset Date. The Variable Principal Amount will

compound quarterly, not daily.

"Variable Yield" shall, commencing March 21, 2008, be reset

quarterly each Reset Date to a rate of 3-month LIBOR plus 2.50% per annum.

Regardless of the level of 3-month LIBOR, the Yield shall not exceed 5.25% per

annum. The Yield shall be calculated using the actual number of days elapsed

between the Reset Dates divided by 360.

SECTION 1.02 Other Definitions.

<TABLE>

Defined in

Term Section

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

<S> <C>

"Act" ....................................................... 1.05(a)

"Agent Members" ............................................. 2.12(f)

"Average Sale Price" ........................................ 11.01

"Bankruptcy Law" ............................................ 6.01

</TABLE>

<PAGE>

<TABLE>

<S> <C>

"beneficial owner" .......................................... 3.09(a)

"Calculation Agent" ......................................... 2.03

"cash" ...................................................... 3.08(b)

"Change in Control" ......................................... 3.09(a)

"Change in Control Purchase Date" ........................... 3.09(a)

"Change in Control Purchase Notice" ......................... 3.09(c)

"Change in Control Purchase Price" .......................... 3.09(a)

"Company Notice" ............................................ 3.08(e)

"Company Notice Date" ....................................... 3.08(c)

"Continuing Director" ....................................... 3.09(a)

"Conversion Agent" .......................................... 2.03

"Conversion Date" ........................................... 11.02

"Conversion Rate" ........................................... 11.01

"Custodian" ................................................. 6.01

"Defaulted Interest" ........................................ 12.02

"Depositary" ................................................ 2.01(a)

"DTC" ....................................................... 2.01(a)

"Event of Default" .......................................... 6.01

"Exchange Act" .............................................. 3.08(d)

"Ex-Dividend Date" .......................................... 11.08(b)

"Ex-Dividend Time" .......................................... 11.01

"Extraordinary Cash Dividend" ............................... 11.08(a)

"Institutional Accredited Investors" ........................ 2.01(b)

"Legal Holiday" ............................................. 14.09

"Legend" .................................................... 2.06(f)

"Market Price" .............................................. 3.08(d)

"Measurement Period" ........................................ 11.08(a)

"noncontingent bond method" ................................. 4.07

"Notice of Default" ......................................... 6.01

"Option Exercise Date" ...................................... 10.01

"Paying Agent" .............................................. 2.03

"Payment Default" ........................................... 6.01(4)

"Post-Distribution Price" ................................... 11.08(b)

"Protected Purchaser" ....................................... 2.07

"Purchase Date" ............................................. 3.08(a)

"Purchase Notice" ........................................... 3.08(a)

"Purchase Price" ............................................ 3.08(a)

"QIBs" ...................................................... 2.01(a)

"Registrar" ................................................. 2.03

"Relevant Cash Dividends" ................................... 11.08(a)

"Restated Principal Amount" ................................. 10.01

"Rights" .................................................... 11.19

"Rights Agreement" .......................................... 11.19

"Rule 144A Information" ..................................... 4.06

"Securities Act" ............................................ 3.08(d)

"Special Record Date" ....................................... 12.02

</TABLE>

<PAGE>

<TABLE>

<S> <C>

"Tax Event Date" ............................................ 10.01

"Time of Determination" ..................................... 11.01

"Treasury Regulations" ...................................... 4.07

</TABLE>

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is

incorporated by reference in and made a part of this Indenture. The following

TIA terms used in this Indenture have the following meanings:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Securityholder.

"indenture to be qualified" means this Indenture.

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

"obligor" on the indenture securities means the Company.

All other TIA terms used in this Indenture that are defined by the

TIA, defined by TIA reference to another statute or defined by SEC rule have the

meanings assigned to them by such definitions.

SECTION 1.04 Rules of Construction. Unless the context otherwise

requires:

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

(2) an accounting term not otherwise defined has the meaning

assigned to it in accordance with United States generally accepted accounting

principles as in effect from time to time;

(3) "or" is not exclusive;

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

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

plural include the singular.

SECTION 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent,

waiver or other action provided by this Indenture to be given or taken by

Holders may be embodied in and evidenced by one or more instruments (which may

take the form of an electronic writing or messaging or otherwise be in

accordance with customary procedures of the Depositary or the Trustee) of

substantially similar tenor signed by such Holders in person or by their agent

duly appointed in writing (which may be in electronic form); and, except as

herein otherwise expressly provided, such action shall become effective when

such instrument or instruments are

<PAGE>

delivered to the Trustee and, when it is hereby expressly required, to the

Company. Such instrument or instruments (and the action embodied therein and

evidenced thereby) are herein sometimes referred to as the "Act" of Holders

signing such instrument or instruments. Proof of execution of any such

instrument or of a writing appointing any such agent (either of which may be in

electronic form) shall be sufficient for any purpose of this Indenture and

conclusive in favor of the Trustee and the Company, if made in the manner

provided in this Section.

(b) The fact and date of the execution by any Person of any such

instrument or writing may be proved by the affidavit of a witness of such

execution (or electronic delivery) or by a certificate of a notary public or

other officer authorized by law to take acknowledgments of deeds, certifying

that the individual signing or delivering such instrument or writing

acknowledged to such officer the execution (or electronic delivery) thereof.

When such execution is by a signer acting in a capacity other than such signer's

individual capacity, such certificate or affidavit shall also constitute

sufficient proof of such signer's authority. The fact and date of the execution

of any such instrument or writing (electronic or otherwise), or the authority of

the Person executing the same, may also be proved in any other manner which the

Trustee deems sufficient.

maintained by the Registrar.

(d) Any request, demand, authorization, direction, notice, consent,

waiver or other Act of the Holder of any Security shall bind every future Holder

of the same Security and the holder of every Security issued upon the

registration of transfer thereof or in exchange therefor or in lieu thereof in

respect of anything done, omitted or suffered to be done by the Trustee or the

Company in reliance thereon, whether or not notation of such action is made upon

such Security.

(e) If the Company shall solicit from the Holders any request,

demand, authorization, direction, notice, consent, waiver or other Act, the

Company may, at its option, by or pursuant to a resolution of the Board of

Directors, fix in advance a record date for the determination of Holders

entitled to give such request, demand, authorization, direction, notice,

consent, waiver or other Act, but the Company shall have no obligation to do so.

If such a record date is fixed, such request, demand, authorization, direction,

notice, consent, waiver or other Act may be given before or after such record

date, but only the Holders of record at the close of business on such record

date shall be deemed to be Holders for the purposes of determining whether

Holders of the requisite proportion of outstanding Securities have authorized or

agreed or consented to such request, demand, authorization, direction, notice,

consent, waiver or other Act, and for that purpose the outstanding Securities

shall be computed as of such record date; provided that no such authorization,

agreement or consent by the Holders on such record date shall be deemed

effective unless it shall become effective pursuant to the provisions of this

Indenture within six months after the record date.

<PAGE>

ARTICLE 2

THE SECURITIES

SECTION 2.01 Form and Dating. The Securities and the Trustee's

certificate of authentication shall be substantially in the form of Exhibits A-1

and A-2, which are a part of this Indenture. The Securities may have notations,

legends or endorsements required by law, stock exchange rule or usage (provided

that any such notation, legend or endorsement required by usage is in a form

acceptable to the Company). The Company shall provide any such notations,

legends or endorsements to the Trustee in writing. Each Security shall be dated

the date of its authentication.

(a) 144A Global Securities. Securities offered and sold within the

United States to "qualified institutional buyers" as defined in Rule 144A

("QIBs") in reliance on Rule 144A shall be issued, initially in the form of a

144A Global Security, which shall be deposited with the Trustee at its Corporate

Trust Office, as custodian for the Depositary and registered in the name of The

Depository Trust Company ("DTC") or the nominee thereof (such depositary, or any

successor thereto, and any such nominee being hereinafter referred to as the

"Depositary") duly executed by the Company and authenticated by the Trustee as

hereinafter provided. The aggregate Original Principal Amount of the 144A Global

Securities may from time to time be increased or decreased by adjustments made

on the records of the Trustee and the Depositary as hereinafter provided.

(b) Institutional Accredited Investor Securities. Securities offered

and sold within the United States to institutional "accredited investors" as

defined in Rule 501(a)(1), (2) (3) and (7) under the Securities Act

("Institutional Accredited Investors") shall be issued, initially, in the form

of an Institutional Accredited Investor Security, duly executed by the Company

and authenticated by the Trustee as hereinafter provided.

2.01, 2.06 or 2.12, owners of beneficial interests in Global Securities will not

be entitled to receive physical delivery of Certificated Securities. Each Global

Security shall represent such of the outstanding Securities as shall be

specified therein and each shall provide that it shall represent the aggregate

Original Principal Amount of outstanding Securities from time to time endorsed

thereon and that the aggregate Original Principal Amount of outstanding

Securities represented thereby may from time to time be reduced or increased, as

appropriate, to reflect exchanges, redemptions and conversions.

Any adjustment of the aggregate Original Principal Amount of a

Global Security to reflect the amount of any increase or decrease in the

Original Principal Amount of outstanding Securities represented thereby shall be

made by the Trustee in accordance with instructions given by the Holder thereof

as required by Section 2.12 hereof and shall be made on the records of the

Trustee and the Depositary.

(d) Book-Entry Provisions. This Section 2.01(d) shall apply only to

Global Securities deposited with or on behalf of the Depositary.

<PAGE>

The Company shall execute and the Trustee shall, in accordance with

this Section 2.01(d), authenticate and deliver initially one or more Global

Securities that (a) shall be registered in the name of the Depositary, (b) shall

be delivered by the Trustee to the Depositary or pursuant to the Depositary's

instructions or held by the Trustee as custodian for such Depositary and (c)

shall bear legends substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED

IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT

HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS

WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST

HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE

BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A

SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF

THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH

THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON

THE REVERSE HEREOF."

(e) Certificated Securities. Securities not issued as interests in

the Global Securities will be issued in certificated form substantially in the

form of Exhibit A-2 attached hereto.

(f) U.S. Tax Legend. All Securities shall bear the following legend:

"FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES

INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS ISSUED WITH AN

INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL

INCOME TAX PURPOSES. THE ISSUE DATE IS MARCH 21, 2003, AND THE YIELD TO

MATURITY BASED ON A FIXED RATE EQUIVALENT FOR PURPOSES OF ACCRUING

ORIGINAL ISSUE DISCOUNT IS 3.78625% PER ANNUM."

SECTION 2.02 Execution and Authentication. The Securities shall be

executed on behalf of the Company by any Officer. The signature of the Officer

on the Securities may be manual or facsimile.

<PAGE>

Securities bearing the manual or facsimile signatures of an

individual who was at the time of the execution of the Securities the proper

Officer of the Company shall bind the Company, notwithstanding that such

individual has ceased to hold such office prior to the authentication and

delivery of such Securities or did not hold such office at the date of

authentication of such Securities.

No Security shall be entitled to any benefit under this Indenture or

be valid or obligatory for any purpose unless there appears on such Security a

certificate of authentication substantially in the form provided for herein duly

executed by the Trustee by manual signature of an authorized signatory of the

Trustee and such certificate upon any Security shall be conclusive evidence, and

the only evidence, that such Security has been duly authenticated and delivered

hereunder.

The Trustee shall authenticate and deliver Securities for original

issue in an aggregate Original Principal Amount of up to $175,000,000 upon one

or more Company Orders without any further action by the Company. The aggregate

Original Principal Amount of Securities outstanding at any time may not exceed

the amount set forth in the foregoing sentence, except as provided in Section

2.07.

The Securities shall be issued only in registered form without

coupons and only in denominations of $1,000 of Original Principal Amount and any

integral multiple thereof.

SECTION 2.03 Registrar, Paying Agent and Conversion Agent. The

Company shall maintain an office or agency where Securities may be presented for

registration of transfer or for exchange ("Registrar"), an office or agency

where Securities may be presented for purchase or payment ("Paying Agent"), an

office or agency where all calculations in respect of the Securities shall be

made ("Calculation Agent"), and an office or agency where Securities may be

presented for conversion ("Conversion Agent"). The Registrar shall keep a

have one or more co-registrars, one or more additional paying agents and one or

more additional conversion agents. The term Paying Agent includes any additional

paying agent, including any named pursuant to Section 4.05. The term Conversion

Agent includes any additional conversion agent, including any named pursuant to

Section 4.05.

The Company shall enter into an appropriate agency agreement with

any Registrar or co-registrar, Paying Agent or Conversion Agent (other than the

Trustee). The agreement shall implement the provisions of this Indenture that

relate to such agent. The Company shall notify the Trustee of the name and

address of any such agent. If the Company fails to maintain a Registrar, Paying

Agent or Conversion Agent, the Trustee shall act as such and shall be entitled

to appropriate compensation therefor pursuant to Section 7.07. The Company or

any Subsidiary or an Affiliate of either of them may act as Paying Agent,

Registrar, Conversion Agent or co-registrar.

The Company initially appoints the Trustee as Calculation Agent,

Registrar, Conversion Agent and Paying Agent in connection with the Securities.

<PAGE>

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

Except as otherwise provided herein, not later than 10:00 a.m., New York City

time, on each due date of payments in respect of any Security, the Company shall

deposit with the Paying Agent a sum of money (in immediately available funds if

deposited on the due date) or Common Stock sufficient to make such payments when

so becoming due. The Company shall require each Paying Agent (other than the

Trustee) to agree in writing that the Paying Agent shall hold in trust for the

benefit of Securityholders or the Trustee all money and Common Stock held by the

Paying Agent for the making of payments in respect of the Securities and shall

notify the Trustee of any default by the Company in making any such payment. At

any time during the continuance of any such default, the Paying Agent shall,

upon the written request of the Trustee, forthwith pay to the Trustee all money

and Common Stock so held in trust. If the Company, a Subsidiary or an Affiliate

of either of them acts as Paying Agent, it shall segregate the money and Common

Stock held by it as Paying Agent and hold it as a separate trust fund. The

Company at any time may require a Paying Agent to pay all money and Common Stock

held by it to the Trustee and to account for any funds and Common Stock

disbursed by it. Upon doing so, the Paying Agent shall have no further liability

for the money or Common Stock.

SECTION 2.05 Securityholder Lists. The Trustee shall preserve in as

current a form as is reasonably practicable the most recent list available to it

of the names and addresses of Securityholders. If the Trustee is not the

Registrar, the Company shall cause to be furnished to the Trustee at least

quarterly on March 1, June 1, September 1 and December 1 a listing of

Securityholders dated within 15 days of the date on which the list is furnished

and at such other times as the Trustee may request in writing a list in such

form and as of such date as the Trustee may reasonably require of the names and

addresses of Securityholders.

SECTION 2.06 Transfer and Exchange. Subject to Section 2.12 hereof,

(a) Upon surrender for registration of transfer of any Security,

together with a written instrument of transfer satisfactory to the Registrar

duly executed by the Securityholder or such Securityholder's attorney duly

authorized in writing, at the office or agency of the Company designated as

Registrar or co-registrar pursuant to Section 2.03, the Company shall execute,

and the Trustee upon receipt of a Company Order shall authenticate and deliver,

in the name of the designated transferee or transferees, one or more new

Securities of any authorized denomination or denominations, of a like aggregate

Original Principal Amount. The Company shall not charge a service charge for any

registration of transfer or exchange, but the Company may require payment of a

sum sufficient to pay all taxes, assessments or other governmental charges that

may be imposed in connection with the registration of transfer or exchange of

the Securities from the Securityholder requesting such registration of transfer

or exchange.

At the option of the Holder, Certificated Securities may be

exchanged for other Securities of any authorized denomination or denominations,

of a like aggregate Original Principal Amount, upon surrender of the Securities

to be exchanged, together with a written instrument of transfer satisfactory to

the Registrar duly executed by the Securityholder or such Securityholder's

attorney duly authorized in writing, at such office or agency. Whenever any

Securities are so surrendered for exchange, the Company shall execute, and the

Trustee upon receipt of a Company Order shall authenticate and deliver, the

Securities which the Holder making the exchange is entitled to receive.

<PAGE>

The Company shall not be required to make, and the Registrar need

not register, transfers or exchanges of Securities selected for redemption

(except, in the case of Securities to be redeemed in part, the portion thereof

not to be redeemed) or any Securities in respect of which a Purchase Notice or

Change in Control Purchase Notice has been given and not withdrawn by the Holder

thereof in accordance with the terms of this Indenture (except, in the case of

Securities to be purchased in part, the portion thereof not to be purchased) or

any Securities for a period of 15 days before the mailing of a notice of

redemption of Securities to be redeemed.

(b) Notwithstanding any provision to the contrary herein, so long as

a Global Security remains outstanding and is held by or on behalf of the

Depositary, transfers of a Global Security, in whole or in part, shall be made

only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a

Global Security shall be limited to transfers of such Global Security in whole,

or in part, to nominees of the Depositary or to a successor of the Depositary or

such successor's nominee.

exchanges as aforesaid may be made from time to time as desired, and each such

registration shall be noted on the register for the Securities.

(d) Any Registrar appointed pursuant to Section 2.03 hereof shall

provide to the Trustee such information as the Trustee may reasonably require in

connection with the delivery by such Registrar of Securities upon registration

of transfer or exchange of Securities.

(e) No Registrar shall be required to make registrations of transfer

or exchange of Securities during any periods designated in the text of the

Securities or in this Indenture as periods during which such registration of

transfers and exchanges need not be made.

(f) If Securities are issued upon the registration of transfer,

exchange or replacement of Securities subject to restrictions on transfer and

bearing the legends set forth on the form of Security attached hereto as

Exhibits A-1 and A-2 setting forth such restrictions (collectively, the

"Legend"), or if a request is made to remove the Legend on a Security, the

Securities so issued shall bear the Legend, or the Legend shall not be removed,

as the case may be, unless there is delivered to the Company and the Registrar

such satisfactory evidence, which shall include an Opinion of Counsel, as may be

reasonably required by the Company and the Registrar, that neither the Legend

nor the restrictions on transfer set forth therein are required to ensure that

transfers thereof comply with the provisions of Rule 144A or Rule 144 or that

such Securities are not "restricted" within the meaning of Rule 144. Upon (i)

provision of such satisfactory evidence, or (ii) notification by the Company to

the Trustee and Registrar of the sale of such Security pursuant to a

registration statement that is effective at the time of such sale, the Trustee,

upon receipt of a Company Order, shall authenticate and deliver a Security that

does not bear the Legend. If the Legend is removed from the face of a Security

and the Security is subsequently held by an Affiliate of the Company, the

Company shall use its reasonable best efforts to reinstate the Legend.

The Trustee and the Registrar shall have no obligation or duty to

monitor, determine or inquire as to compliance with any restrictions on transfer

imposed under this Indenture or under applicable law with respect to any

transfer of any interest in any Security

<PAGE>

(including any transfers between or among Depositary participants or beneficial

owners of interests in any Global Security) other than to require delivery of

such certificates and other documentation or evidence as are expressly required

by, and to do so if and when expressly required by the terms of, this Indenture,

and to examine the same to determine substantial compliance as to form with the

express requirements hereof.

SECTION 2.07 Replacement Securities. If (a) any mutilated Security

is surrendered to the Trustee, or (b) the Company and the Trustee receive

evidence to their satisfaction of the destruction, loss or theft of any

Security, and there is delivered to the Company and the Trustee such security or

indemnity as may be required by them to save each of them harmless, then, in the

absence of notice to the Company or the Trustee that such Security has been

acquired by a protected purchaser within the meaning of Article 8 of the Uniform

Commercial Code (a "Protected Purchaser"), the Company shall execute and upon

receipt of a Company Order, the Trustee shall authenticate and deliver, in

exchange for any such mutilated Security or in lieu of any such destroyed, lost

or stolen Security, a new Security of like tenor and Original Principal Amount,

bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has

become or is about to become due and payable, or is about to be purchased by the

Company pursuant to Article 3 hereof, the Company in its discretion may, instead

of issuing a new Security, pay or purchase such Security, as the case may be.

Upon the issuance of any new Securities under this Section, the

Company may require the payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed in relation thereto and any other

expenses (including the fees and expenses of the Trustee) in connection

therewith.

Every new Security issued pursuant to this Section in lieu of any

mutilated, destroyed, lost or stolen Security shall constitute an original

additional contractual obligation of the Company, whether or not the destroyed,

lost or stolen Security shall be at any time enforceable by anyone, and shall be

entitled to all benefits of this Indenture equally and proportionately with any

and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to

the extent lawful) all other rights and remedies with respect to the replacement

or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.08 Outstanding Securities; Determinations of Holders'

Action. Securities outstanding at any time are all the Securities authenticated

by the Trustee, except for those cancelled by it, those paid pursuant to Section

2.10 and delivered to it for cancellation and those described in this Section

2.08 as not outstanding. A Security does not cease to be outstanding because the

Company or an Affiliate thereof holds the Security; provided, however, that in

determining whether the Holders of the requisite Original Principal Amount of

Securities have given or concurred in any request, demand, authorization,

direction, notice, consent or waiver hereunder, Securities owned by the Company

or any other obligor upon the Securities or any Affiliate of the Company or such

other obligor shall be disregarded and deemed not to be outstanding, except

that, in determining whether the Trustee shall be protected in relying upon

<PAGE>

any such request, demand, authorization, direction, notice, consent or waiver,

only Securities which a Responsible Officer of the Trustee actually knows to be

so owned shall be so disregarded. Subject to the foregoing, only Securities

outstanding at the time of such determination shall be considered in any such

determination (including, without limitation, determinations pursuant to

Articles 6 and 9).

If a Security is replaced pursuant to Section 2.07, the replaced

Security ceases to be outstanding unless the Trustee and the Company receive

proof satisfactory to each of them that the replaced Security is held by a

Protected Purchaser unaware that such Security has been replaced, in which case

the replacement security shall be deemed not to be outstanding.

If the Paying Agent holds, in accordance with this Indenture, on a

Redemption Date, or on the Business Day following the Purchase Date or a Change

in Control Purchase Date, or on Stated Maturity, money or securities, if

permitted hereunder, sufficient to pay Securities payable on that date, then

immediately after such Redemption Date, Purchase Date, Change in Control

Purchase Date or Stated Maturity, as the case may be, such Securities shall

cease to be outstanding and the Variable Principal Amount of such Securities,

shall cease to increase, and cash interest (if any) on such Securities shall

cease to accrue; provided, that if such Securities are to be redeemed, notice of

such redemption has been duly given pursuant to this Indenture.

If a Security is converted in accordance with Article 11, then from

and after the time of conversion on the Conversion Date, such Security shall

cease to be outstanding and the Variable Principal Amount of such Security shall

cease to increase, and cash interest (if any) shall cease to accrue on such

Security.

SECTION 2.09 Temporary Securities. Pending the preparation of

definitive Securities, the Company may execute, and upon Company Order, the

Trustee shall authenticate and deliver, temporary Securities which are printed,

lithographed, typewritten, mimeographed or otherwise produced, in any authorized

denomination, substantially of the tenor of the definitive Securities in lieu of

which they are issued and with such appropriate insertions, omissions,

substitutions and other variations as the officers executing such Securities may

determine, as conclusively evidenced by their execution of such Securities.

If temporary Securities are issued, the Company will cause

definitive Securities to be prepared without unreasonable delay. After the

preparation of definitive Securities, the temporary Securities shall be

exchangeable for definitive Securities upon surrender of the temporary

Securities at the office or agency of the Company designated for such purpose

pursuant to Section 2.03, without charge to the Holder. Upon surrender for

cancellation of any one or more temporary Securities the Company shall execute

and upon Company Order the Trustee shall authenticate and deliver in exchange

therefor a like Original Principal Amount of definitive Securities of authorized

denominations. Until so exchanged the temporary Securities shall in all respects

be entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.10 Cancellation. All Securities surrendered for payment,

purchase by the Company pursuant to Article 3, conversion, redemption or

registration of transfer or exchange shall, if surrendered to any person other

than the Trustee, be delivered to the Trustee and shall be promptly cancelled by

it. The Company may at any time deliver to the Trustee for

<PAGE>

cancellation any Securities previously authenticated and delivered hereunder

which the Company may have acquired in any manner whatsoever, and all Securities

so delivered shall be promptly cancelled by the Trustee. The Company may not

issue new Securities to replace Securities it has paid or delivered to the

Trustee for cancellation or that any Holder has converted pursuant to Article

11. No Securities shall be authenticated in lieu of or in exchange for any

Securities cancelled as provided in this Section, except as expressly permitted

by this Indenture. All cancelled Securities held by the Trustee shall be

disposed of by the Trustee.

SECTION 2.11 Persons Deemed Owners. Prior to due presentment of a

Security for registration of transfer, the Company, the Trustee and any agent of

the Company or the Trustee may treat the Person in whose name such Security is

registered as the owner of such Security for the purpose of receiving payment of

principal of the Security or the payment of any Redemption Price, Purchase Price

or Change in Control Purchase Price in respect thereof or cash interest thereon,

for the purpose of conversion and for all other purposes whatsoever, whether or

not such Security be overdue, and neither the Company, the Trustee nor any agent

of the Company or the Trustee shall be affected by notice to the contrary.

SECTION 2.12 Global Securities.

(a) Notwithstanding any other provisions of this Indenture or the

Securities, (A) transfers of a Global Security, in whole or in part, shall be

made only in accordance with Section 2.06 and Section 2.12(b)(i) below, (B)

transfer of a beneficial interest in a Global Security for a Certificated

Security shall comply with Section 2.06 and Section 2.12(b)(i) below, and (C)

transfers of a Certificated Security shall comply with Section 2.06 and Section

2.12(b)(ii) and transfer of a Certificated Security for a Beneficial Interest in

a Global Security shall comply with Section 2.06 and Section 2.12(b)(iii) below.

(b) Transfer of Global Security. A Global Security may not be

transferred, in whole or in part, to any Person other than the Depositary or a

nominee or any successor thereof, and no such transfer to any such other Person

may be registered; provided that this Section 2.12(b)(i) shall not prohibit any

transfer of a Security that is issued in exchange for a Global Security but is

not itself a Global Security. No transfer of a Security to any Person shall be

effective under this Indenture or the Securities unless and until such Security

has been registered in the name of such Person. Nothing in this Section

2.12(b)(i) shall prohibit or render ineffective any transfer of a beneficial

interest in a Global Security effected in accordance with the other provisions

of this Section 2.12(b).

(i) Restrictions on Transfer of a Beneficial Interest in a Global

Security for a Certificated Security. A beneficial interest in a

Global Security may not be exchanged for a Certificated Security

except upon satisfaction of the requirements set forth below. Upon

receipt by the Trustee of a request for transfer of a beneficial

interest in a Global Security in accordance with Applicable

Procedures for a Certificated Security in the form satisfactory to

the Trustee, together with:

(A) so long as the Securities are Restricted Securities,

certification, in the form set forth in Exhibit B-1, and, if

requested by the Company or the Registrar, certification in

the form set forth in Exhibit B-2, that such beneficial

<PAGE>

interest in the Global Security is being transferred to an

Institutional Accredited Investor that satisfies the

definitions set forth in subparagraphs (a)(1), (2), (3) or (7)

of Rule 501 under the Securities Act;

(B) written instructions to the Trustee to make, or direct the

Registrar to make, an adjustment on its books and records with

respect to such Global Security to reflect a decrease in the

aggregate Original Principal Amount of the Securities

represented by the Global Security, such instructions to

contain information regarding the Depositary account to be

credited with such decrease; and

or other evidence reasonably satisfactory to them as to the

compliance with the restrictions set forth in the Legend,

then the Trustee shall cause, or direct the Registrar to cause, in

accordance with the standing instructions and procedures existing between

the Depositary and the Registrar, the aggregate Original Principal Amount

of Securities represented by the Global Security to be decreased by the

aggregate Original Principal Amount of the Certificated Security to be

issued, shall authenticate and deliver such Certificated Security and

shall debit or cause to be debited to the account of the Person specified

in such instructions a beneficial interest in the Global Security equal to

the Original Principal Amount of the Certificated Security so issued.

(ii) Transfer and Exchange of Certificated Securities. When

Certificated Securities are presented to the Registrar with a

request:

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

(y) to exchange such Certificated Securities for an equal

Original Principal Amount of Certificated Securities of other

authorized denominations,

the Registrar shall register the transfer or make the exchange as

requested if its reasonable requirements for such transaction are met;

provided, however, that the Certificated Securities surrendered for

registration of transfer or exchange:

(A) shall be duly endorsed or accompanied by a written instrument of

transfer in form reasonably satisfactory to the Company and the

Registrar, duly executed by the Holder thereof or his attorney duly

authorized in writing; and

(B) so long as such Securities are Restricted Securities, such

Securities are being transferred or exchanged pursuant to an

effective registration statement under the Securities Act or, if

being transferred pursuant to clause (1), (2) or (3) below, are

accompanied by the additional information and documents specified in

each clause, as applicable:

<PAGE>

(1) if such Certificated Securities are being delivered to the

Registrar by a Holder for registration in the name of such

Holder, without transfer, a certification from such Holder to

that effect; or

(2) if such Certificated Securities are being transferred to

the Company, a certification to that effect; or

(3) if such Certificated Securities are being transferred

pursuant to an exemption from registration (i) a certification

to that effect (in the form set forth in Exhibit B-1 and B-2,

if applicable) and (ii) if the Company or Registrar so

requests, an opinion of counsel or other evidence reasonably

satisfactory to them as to the compliance with the

restrictions set forth in the Legend.

(iii) Restrictions on Transfer of a Certificated Security for a

Beneficial Interest in a Global Security. A Certificated Security

may not be exchanged for a beneficial interest in a Global Security

except upon satisfaction of the

requirements set forth below.

Upon receipt by the Trustee of a Certificated Security, duly

endorsed or accompanied by appropriate instruments of transfer, in

form satisfactory to the Trustee, together with:

(A) so long as the Securities are Restricted Securities,

certification, in the form set forth in Exhibit B-1, that such

Certificated Security is being transferred to a QIB in

accordance with Rule 144A; and

(B) written instructions directing the Trustee to make, or to

direct the Registrar to make, an adjustment on its books and

records with respect to such Global Security to reflect an

increase in the aggregate Original Principal Amount of the

Securities represented by the Global Security, such

instructions to contain information regarding the Depositary

account to be credited with such increase,

then the Trustee shall cancel such Certificated Security and cause,

or direct the Registrar to cause, in accordance with the standing

instructions and procedures existing between the Depositary and the

Registrar, the aggregate Original Principal Amount of Securities

represented by the Global Security to be increased by the aggregate

Original Principal Amount of the Certificated Security to be

exchanged, and shall credit or cause to be credited to the account

of the Person specified in such instructions a beneficial interest

in the Global Security equal to the Original Principal Amount of the

Certificated Security so cancelled. If no Global Securities are then

outstanding, the Company shall issue and the Trustee, upon receipt

of a Company Order, shall authenticate a new Global Security in the

appropriate Original Principal Amount.

subject to the restrictions on transfer provided in the Legend including the

requirement of the delivery of an

<PAGE>

Opinion of Counsel, if so provided. Whenever any Restricted Security is

presented or surrendered for registration of transfer or for exchange for a

Security registered in a name other than that of the Holder, such Security must

be accompanied by a certificate in substantially the form set forth in Exhibit

B-1, dated the date of such surrender and signed by the Holder of such Security,

as to compliance with such restrictions on transfer. The Registrar shall not be

required to accept for such registration of transfer or exchange any Security

not so accompanied by a properly completed certificate.

(d) The restrictions imposed by the Legend upon the transferability

of any Security shall cease and terminate when such Security has been sold

pursuant to an effective registration statement under the Securities Act or

transferred in compliance with Rule 144 or, if earlier, upon the expiration of

the holding period applicable to sales thereof under paragraph (k) of Rule 144.

Any Security as to which such restrictions on transfer shall have expired in

accordance with their terms or shall have terminated may, upon a surrender of

such Security for exchange to the Registrar in accordance with the provisions of

this Section 2.12 (accompanied, in the event that such restrictions on transfer

have terminated by reason of a transfer in compliance with Rule 144, by an

opinion of counsel having substantial experience in practice under the

Securities Act and otherwise reasonably acceptable to the Company, addressed to

the Company, the Trustee and the Registrar and in form acceptable to the

Company, to the effect that the transfer of such Security has been made in

compliance with Rule 144), be exchanged for a new Security, of like tenor and

aggregate Original Principal Amount, which shall not bear the restrictive

Legend. The Company shall inform the Trustee of the effective date of any

registration statement registering the Securities under the Securities Act. The

Trustee and the Registrar shall not be liable for any action taken or omitted to

be taken by it in good faith in accordance with the aforementioned opinion of

counsel or registration statement.

(e) As used in the preceding two paragraphs of this Section 2.12,

the term "transfer" encompasses any sale, pledge, transfer, hypothecation or

other disposition of any Security.

(f) The provisions of clauses (1), (2), (3), (4) and (5) below shall

apply only to Global Securities:

(1) Notwithstanding any other provisions of this Indenture or

the Securities, except as provided in Section 2.12(b)(i), a

Global Security shall not be exchanged in whole or in part for

a Security registered in the name of any Person other than the

Depositary or one or more nominees thereof, provided that a

Global Security may be exchanged for Securities registered in

the names of any person designated by the Depositary in the

event that (i) the Depositary has notified the Company that it

is unwilling or unable to continue as Depositary for such

Global Security or such Depositary has ceased to be a

"clearing agency" registered under the Exchange Act, and a

successor Depositary is not appointed by the Company within 90

days; (ii) the Company elects to discontinue use of the system

of book-entry transfer through DTC (or any successor

depositary); or (iii) an Event of Default has occurred and is

continuing with respect to the Securities. Any Global Security

exchanged pursuant to clause (i) of

<PAGE>

this sub-section shall be so exchanged in whole and not in

part, and any Global Security exchanged pursuant to clause

(ii) of this sub-section may be exchanged in whole or from

time to time in part as directed by the Depositary. Any

Security issued in exchange for a Global Security or any

portion thereof shall be a Global Security; provided that any

such Security so issued that is registered in the name of a

person other than the Depositary or a nominee thereof shall

not be a Global Security.

(2) Securities issued in exchange for a Global Security or any

portion thereof shall be issued in definitive, fully

registered form, without interest coupons, shall have an

aggregate Original Principal Amount equal to that of such

Global Security or portion thereof to be so exchanged, shall

be registered in such names and be in such authorized

denominations as the Depositary shall designate and shall bear

the applicable legends provided for herein. Any Global

Security to be exchanged in whole shall be surrendered by the

Depositary to the Trustee, as Registrar. With regard to any

Global Security to be exchanged in part, either such Global

Security shall be so surrendered for exchange or, if the

Trustee is acting as custodian for the Depositary or its

nominee with respect to such Global Security, the Original

Principal Amount thereof shall be reduced, by an amount equal

to the portion thereof to be so exchanged, by means of an

appropriate adjustment made on the records of the Trustee.

Upon any such surrender or adjustment, the Trustee shall

authenticate and deliver the Security issuable on such

exchange to or upon the order of the Depositary or an

authorized representative thereof.

(3) Subject to the provisions of clause (5) below, the

registered Holder may grant proxies and otherwise authorize

any Person, including Agent Members (as defined below) and

persons that may hold interests through Agent Members, to take

any action which a holder is entitled to take under this

Indenture or the Securities.

(4) In the event of the occurrence of any of the events

specified in clause (1) above, the Company will promptly make

available to the Trustee a reasonable supply of Certificated

Securities in definitive, fully registered form, without

interest coupons.

(5) Neither any members of, or participants in, the Depositary

(collectively, the "Agent Members") nor any other Persons on

whose behalf Agent Members may act shall have any rights under

this Indenture with respect to any Global Security registered

in the name of the Depositary or any nominee thereof, or under

any such Global Security, and the Depositary or such nominee,

as the case may be, may be treated by the Company, the Trustee

and any agent of the Company or the Trustee as the absolute

owner and holder of such Global Security for all purposes

whatsoever. Notwithstanding the foregoing, nothing herein

shall prevent the Company, the Trustee or any agent of the

Company or the Trustee

<PAGE>

from giving effect to any written certification, proxy or

other authorization furnished by the Depositary or such

nominee, as the case may be, or impair, as between the

Depositary, its Agent Members and any other person on whose

behalf an Agent Member may act, the operation of customary

practices of such Persons governing the exercise of the rights

of a holder of any Security.

SECTION 2.13 CUSIP Numbers. The Company in issuing the Securities

may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee

shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;

provided that any such notice may state that no representation is made as to the

correctness of such numbers either as printed on the Securities or as contained

in any notice of a redemption and that reliance may be placed only on the other

identification numbers printed on the Securities, and any such redemption shall

not be affected by any defect in or omission of such numbers. The Company will

promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3

REDEMPTION AND PURCHASES

SECTION 3.01 Right to Redeem; Notices to Trustee. The Company, at

its option, may redeem the Securities in accordance with the provisions of

paragraphs 6 and 8 of the Securities. Prior to March 21, 2006, the Company

cannot redeem the Securities. Beginning on March 21, 2006, the Company may

redeem the Securities for cash in whole at any time, or in part from time to

time. If the Company elects to redeem Securities pursuant to paragraph 6 of the

Securities, it shall notify the Trustee in writing of the Redemption Date, the

Original Principal Amount of Securities to be redeemed, the Redemption Price and

the amount of accrued and unpaid cash interest, if any, payable on the

Redemption Date.

The Company shall give the notice to the Trustee provided for in

this Section 3.01 by a Company Order, at least 45 days before the Redemption

Date (unless a shorter notice shall be satisfactory to the Trustee). If fewer

than all the Securities are to be redeemed, the record date relating to such

redemption shall be selected by the Company and given to the Trustee, which

record date shall not be less than ten days after the date of notice to the

Trustee.

SECTION 3.02 Selection of Securities to Be Redeemed. If less than

all the Securities are to be redeemed, the Trustee shall select the Securities

to be redeemed pro rata or by lot or by any other method the Trustee considers

fair and appropriate (so long as such method is not prohibited by the rules of

any stock exchange on which the Securities are then listed). The Trustee shall

make the selection at least 30 days but not more than 60 days before the

Redemption Date from outstanding Securities not previously called for

redemption.

Securities and any portions thereof that the Trustee selects shall

be in Original Principal Amounts of $1,000 or an integral multiple of $1,000.

Provisions of this Indenture that apply to Securities called for redemption also

apply to portions of Securities called for redemption. The Trustee shall notify

the Company promptly of the Securities or portions of Securities to be redeemed.

<PAGE>

If any Security selected for partial redemption is converted in part

before termination of the conversion right with respect to the portion of the

Security so selected, the converted portion of such Security shall be deemed (so

far as may be) to be the portion selected for redemption. Securities which have

been converted during a selection of Securities to be redeemed may be treated by

the Trustee as outstanding for the purpose of such selection.

SECTION 3.03 Notice of Redemption. At least 30 days but not more

than 60 days before a Redemption Date, the Company shall mail a notice of

redemption by first-class mail, postage prepaid, to each Holder of Securities to

be redeemed.

The notice shall identify the Securities to be redeemed and shall

state:

(1) the Redemption Date;

(2) the Redemption Price and accrued and unpaid cash interest, if

any, payable on the Redemption Date;

(3) the Conversion Rate;

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

(5) that Securities called for redemption may be converted at any

time before the close of business on the second Business Day

immediately preceding the Redemption Date, even if not otherwise

convertible at such time;

(6) that Holders who want to convert Securities must satisfy the

requirements set forth in paragraph 9 of the Securities;

(7) that Securities called for redemption must be surrendered to the

Paying Agent to collect the Redemption Price and accrued and unpaid

cash interest, if any;

(8) if fewer than all the outstanding Securities are to be redeemed,

the certificate number and Original Principal Amounts of the

particular Securities to be redeemed;

(9) that, unless the Company defaults in making payment of such

Redemption Price and any cash interest which is due and payable, the

Variable Principal Amount will cease to increase and cash interest

(if any) will cease to accrue on and after the Redemption Date;

(10) the CUSIP number of the Securities; and

(11) any other information the Company wants to present.

At the Company's request, the Trustee shall give the notice of

redemption to Holders in the Company's name and at the Company's expense,

provided that the Company

<PAGE>

makes such request at least five Business Days (unless a shorter period shall be

satisfactory to the Trustee) prior to the date such notice of redemption must be

mailed.

SECTION 3.04 Effect of Notice of Redemption. Once notice of

redemption is given, Securities called for redemption become due and payable on

the Redemption Date and at the Redemption Price (together with accrued and

unpaid cash interest, if any, to but not including the date of redemption)

stated in the notice except for Securities which are converted in accordance

with the terms of this Indenture. Upon surrender to the Paying Agent, such

Securities shall be paid at the Redemption Price (together with accrued and

unpaid cash interest, if any, to but not including the date of redemption)

stated in the notice.

SECTION 3.05 Deposit of Redemption Price. Prior to 10:00 a.m. (New

York City time), on any Redemption Date, the Company shall deposit with the

Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of

them is the Paying Agent, shall segregate and hold in trust) money sufficient to

pay the Redemption Price of, and any accrued and unpaid interest to but not

including the date of redemption with respect to, all Securities to be redeemed

on that date other than Securities or portions of Securities called for

redemption which on or prior thereto have been delivered by the Company to the

Trustee for cancellation or have been converted. The Paying Agent shall as

promptly as practicable return to the Company any money not required for that

purpose because of conversion of Securities pursuant to Article 11. If such

money is then held by the Company in trust and is not required for such purpose

it shall be discharged from such trust.

SECTION 3.06 Securities Redeemed in Part. Upon surrender of a

Security that is redeemed in part, the Company shall execute and the Trustee

shall authenticate and deliver to the Holder a new Security in an authorized

denomination equal in Original Principal Amount to the unredeemed portion of the

Security surrendered.

SECTION 3.07 Conversion Arrangement on Call for Redemption. In

connection with any redemption of Securities, the Company may arrange for the

purchase and conversion of any Securities called for redemption by an agreement

with one or more investment banks or other purchasers to purchase such

Securities by paying to the Trustee in trust for the Securityholders, on or

prior to 10:00 a.m. New York City time on the Redemption Date, an amount that,

together with any amounts deposited with the Trustee by the Company for the

redemption of such Securities, is not less than the Redemption Price of, and any

accrued and unpaid interest with respect to, such Securities. Notwithstanding

anything to the contrary contained in this Article 3, the obligation of the

Company to pay the Redemption Prices of such Securities shall be deemed to be

satisfied and discharged to the extent such amount is so paid by such

purchasers. If such an agreement is entered into, any Securities not duly

surrendered for conversion by the Holders thereof may, at the option of the

Company, be deemed, to the fullest extent permitted by law, acquired by such

purchasers from such Holders and (notwithstanding anything to the contrary

contained in Article 11) surrendered by such purchasers for conversion, all as

of immediately prior to the close of business on the Business Day prior to the

Redemption Date, subject to payment of the above amount as aforesaid. The

Trustee shall hold and pay to the Holders whose Securities are selected for

redemption any such amount paid to it for purchase and conversion in the same

manner as it would moneys deposited with it by the Company for the redemption of

Securities. Without the Trustee's prior written consent, no arrangement between

<PAGE>

the Company and such purchasers for the purchase and conversion of any

Securities shall increase or otherwise affect any of the powers, duties,

responsibilities or obligations of the Trustee as set forth in this Indenture,

and the Company agrees to indemnify the Trustee from, and hold it harmless

against, any loss, liability or expense arising out of or in connection with any

such arrangement for the purchase and conversion of any Securities between the

Company and such purchasers, including the costs and expenses incurred by the

Trustee in the defense of any claim or liability arising out of or in connection

with the exercise or performance of any of its powers, duties, responsibilities

or obligations under this Indenture.

SECTION 3.08 Purchase of Securities at Option of the Holder

(a) General. Securities shall be purchased by the Company pursuant

to paragraph 7 of the Securities as of March 21, 2008, 2013 and 2018 (each, a

"Purchase Date"), at a purchase price equal to the Variable Principal Amount of

the Securities on the applicable Purchase Date plus accrued and unpaid cash

interest, if any, (the "Purchase Price"), at the option of the Holder thereof,

upon:

(1) delivery to the Paying Agent, by the Holder of a written notice

of purchase (a "Purchase Notice") at any time from the opening of

business on the date that is 20 Business Days prior to a Purchase

Date until the close of business on such Purchase Date stating:

(A) the certificate numbers of the Securities which the Holder

will deliver to be purchased,

(B) the portion of the Original Principal Amount of the

Securities which the Holder will deliver to be purchased,

which portion must be an Original Principal Amount of $1,000

or an integral multiple thereof,

Date pursuant to the terms and conditions specified in

paragraph 7 of the Securities and in this Indenture, and

(D) in the event the Company elects, pursuant to Section

3.08(b), to pay the Purchase Price to be paid as of such

Purchase Date, in whole or in part, in shares of Common Stock

but such portion of the Purchase Price shall ultimately be

payable to such Holder entirely in cash because any of the

conditions to payment of the Purchase Price in Common Stock is

not satisfied prior to the close of business on such Purchase

Date, as set forth in Section 3.08(d), whether such Holder

elects (i) to withdraw such Purchase Notice as to some or all

of the Securities to which such Purchase Notice relates

(stating the Original Principal Amount and certificate numbers

of the Securities as to which such withdrawal shall relate),

or (ii) to receive cash in respect of the entire Purchase

Price for all Securities (or portions thereof) to which such

Purchase Notice relates; and

(2) delivery of such Security to the Paying Agent prior to, on or

after the Purchase Date (together with all necessary endorsements)

at the offices of the

<PAGE>

Paying Agent, such delivery being a condition to receipt by the

Holder of the Purchase Price therefor; provided, however, that such

Purchase Price shall be so paid pursuant to this Section 3.08 only

if the Security so delivered to the Paying Agent shall conform in

all respects to the description thereof in the related Purchase

Notice, as determined by the Company.

If a Holder, in such Holder's Purchase Notice and in any written

notice of withdrawal delivered by such Holder pursuant to the terms of Section

3.10, fails to indicate such Holder's choice with respect to the election set

forth in clause (D) of Section 3.08(a)(1), such Holder shall be deemed to have

elected to receive cash in respect of the Purchase Price for all Securities

subject to such Purchase Notice in the circumstances set forth in such clause

(D).

The Company shall purchase from the Holder thereof, pursuant to this

Section 3.08, a portion of a Security if the Original Principal Amount of such

portion is $1,000 or an integral multiple of $1,000. Provisions of this

Indenture that apply to the purchase of all of a Security also apply to the

purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to the provisions

of this Section 3.08 shall be consummated by the delivery of the consideration

to be received by the Holder (together with accrued and unpaid cash interest, if

any) promptly following the later of the Purchase Date and the time of delivery

of the Security.

Notwithstanding anything herein to the contrary, any Holder

delivering to the Paying Agent the Purchase Notice contemplated by this Section

3.08(a) shall have the right to withdraw such Purchase Notice at any time prior

to the close of business on the business day prior to the Purchase Date by

delivery of a written notice of withdrawal to the Paying Agent in accordance

with Section 3.10.

The Paying Agent shall promptly notify the Company of the receipt by

it of any Purchase Notice or written notice of withdrawal thereof.

(b) Company's Right to Elect Manner of Payment of Purchase Price.

The Securities to be purchased pursuant to Section 3.08(a) may be paid for, at

the election of the Company, in U.S. legal tender ("cash") or Common Stock, or

in any combination of cash and Common Stock, subject to the conditions set forth

in Sections 3.08(c) and (d). The Company shall designate, in the Company Notice

delivered pursuant to Section 3.08(e), whether the Company will purchase the

Securities for cash or Common Stock, or, if a combination thereof, the

percentages or amounts of the Purchase Price of Securities in respect of which

it will pay in cash or Common Stock; provided that the Company will pay cash for

fractional interests in Common Stock. For purposes of determining the existence

of potential fractional interests, all Securities subject to purchase by the

Company held by a Holder shall be considered together (n

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