<SUBMISSION>
<ACCESSION-NUMBER>0000891618-03-005988
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>9
<FILING-DATE>20031114
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>JDS UNIPHASE CORP /CA/
<CIK>0000912093
<ASSIGNED-SIC>3674
<IRS-NUMBER>942579683
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-110527
<FILM-NUMBER>031006210
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1768 AUTOMATION PARKWAY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95131
<PHONE>4085465000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1768 AUTOMATION PARKWAY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95131
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>f94556orsv3.htm
<DESCRIPTION>FORM S-3
<TEXT>
<HTML>
<HEAD>
<TITLE>JDS Uniphase Form S-3</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="center">
 <B><FONT size="2">As filed with the Securities and Exchange
Commission on November&nbsp;14, 2003</FONT></B>
</DIV>

<DIV align="right">
<B><FONT size="2">Registration
No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B>
</DIV>

<DIV align="center">
<HR size="1" width="100%" align="center" noshade>
</DIV>

<DIV align="center">
<HR size="1" width="100%" align="center" noshade>
</DIV>

<P align="center">
<B><FONT size="4">UNITED STATES SECURITIES AND EXCHANGE
COMMISSION</FONT></B>

<DIV align="center">
<B>Washington, D.C. 20549</B>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="center">
<B><FONT size="4">Form&nbsp;S-3</FONT></B>

<DIV align="center">
<B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="center">
<B><FONT size="6">JDS Uniphase Corporation</FONT></B>

<DIV align="center">
<I><FONT size="2">(Exact name of registrant as specified in its
charter)</FONT></I>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="57%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="40%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <B><FONT size="2">Delaware</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <B><FONT size="2">94-2579683</FONT></B></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <I><FONT size="2">(State or other jurisdiction of<BR>
    incorporation or organization)</FONT></I></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <I><FONT size="2">(I.R.S. Employer<BR>
    Identification Number)</FONT></I></TD>
</TR>

</TABLE>
</CENTER>

<DIV align="center">
<B><FONT size="2">1768&nbsp;Automation Parkway</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">San Jose, California 95131</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">(408)&nbsp;546-5000</FONT></B>
</DIV>

<DIV align="center">
<I><FONT size="2">(Address, including zip code, and telephone
number,</FONT></I>
</DIV>

<DIV align="center">
<I><FONT size="2">including area code, of registrant&#146;s
principal executive offices)</FONT></I>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="center">
<B><FONT size="2">Kevin J. Kennedy, Ph.D.</FONT></B>

<DIV align="center">
<B><FONT size="2">Chief Executive Officer</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">JDS Uniphase Corporation</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">1768&nbsp;Automation Parkway</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">San Jose, California 95131</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">(408)&nbsp;546-5000</FONT></B>
</DIV>

<DIV align="center">
<I><FONT size="2">(Name, address, including zip code, and
telephone number,</FONT></I>
</DIV>

<DIV align="center">
<I><FONT size="2">including area code, of agent for
service)</FONT></I>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="center">
<B><I><FONT size="2">Copies to:</FONT></I></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="55%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="42%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <B><FONT size="2">Christopher S. Dewees, Esq.<BR>
    Senior Vice President and General Counsel<BR>
    JDS Uniphase Corporation<BR>
    1768&nbsp;Automation Parkway<BR>
    San Jose, California 95131<BR>
    (408)&nbsp;546-5000</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <B><FONT size="2">Michael C. Phillips, Esq.<BR>
    P.&nbsp;Rupert Russell, Esq.<BR>
    Morrison&nbsp;&#38; Foerster LLP<BR>
    755&nbsp;Page Mill Road<BR>
    Palo Alto, California 94304<BR>
    (650)&nbsp;813-5620</FONT></B></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Approximate date of commencement of proposed
sale to the
public:</FONT></B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;From
time to time after the effective date of this Registration
Statement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the only securities on this Form are being
offered pursuant to dividend or reinvestment plans, please check
the following
box.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant
to Rule&nbsp;415 under the Securities Act of 1933 (the
&#147;Securities Act&#148;), other than securities offered only
in connection with dividend or interest reinvestment plans,
check the following
box.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#254;</FONT>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If this Form is filed to register additional
securities for an offering pursuant to Rule&nbsp;462(b) under
the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>&nbsp;<HR size="1" width="18%" align="left" noshade>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If this Form is a post-effective amendment filed
pursuant to Rule&nbsp;462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same
offering.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>&nbsp;<HR size="1" width="18%" align="left" noshade>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If delivery of the prospectus is expected to be
made pursuant to Rule&nbsp;434, please check the following
box.&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="center">
<B><FONT size="2">CALCULATION OF REGISTRATION FEE</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="33%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="17"></TD>
</TR>

<TR>
    <TD colspan="17" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="17"></TD>
</TR>

<TR>
    <TD colspan="17" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="5"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Proposed Maximum</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Proposed Maximum</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Title of Each Class of</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Amount to Be</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Offering Price</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Aggregate Offering</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Amount of</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Securities to Be Registered</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Registered</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Per Unit(1)</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Price(2)</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Registration Fee</FONT></B></TD>
</TR>

<TR>
    <TD colspan="17"></TD>
</TR>

<TR>
    <TD colspan="17" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Zero Coupon Senior Convertible Notes
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">475,000,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">100</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">475,000,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38,428</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">face amount</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="17" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Common stock, $0.001 par value per share(3)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">96,153,846</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(4)</FONT></TD>
</TR>

<TR>
    <TD colspan="17" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
    <TD colspan="17" align="left"><HR size="1" noshade></TD>

</TR>

</TABLE>
</CENTER>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(1)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Estimated solely for purposes of calculating the
    registration fee pursuant to Rule&nbsp;457(i) under the
    Securities Act.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(2)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Equals the aggregate principal dollar amount of
    the Notes being registered.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(3)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Each share of Common Stock being registered
    pursuant to this registration statement includes a right to
    purchase 1/100,000 of a share of Series&nbsp;B Preferred Stock
    pursuant to the Company&#146;s Fifth Amended and Restated Rights
    Agreement, dated as of February&nbsp;15, 2003, between the
    Company and American Stock Transfer &#38; Trust.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(4)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The number of shares of Common Stock registered
    hereunder is based upon the number of shares of Common Stock
    that are issuable upon conversion of the Notes at an initial
    conversion price of $4.94 per share. Pursuant to Rule&nbsp;416
    under the Securities Act, also being registered are an
    indeterminate number of shares of Common Stock issuable upon
    conversion of the Notes registered hereby or in connection with
    a stock split, stock dividend, recapitalization or similar
    event, for which no additional registration fee is payable
    pursuant to Rule&nbsp;457(i) under the Securities Act.
    </FONT></TD>
</TR>

</TABLE>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file an amendment
which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section&nbsp;8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to Section&nbsp;8(a), may determine.</FONT></B>

<P align="left">
<HR size="1" width="100%" align="left" noshade>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<TABLE width="100%" border="1" cellpadding="5"><TR><TD>
<B><FONT size="2" color="#E8112D">The information in this
prospectus is not complete and may be changed. The selling
securityholders may not resell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.</FONT><FONT size="2"> <BR>
</FONT></B>
</TD></TR></TABLE>

<P align="center">
<B><FONT size="2" color="#E8112D">SUBJECT TO COMPLETION, DATED
NOVEMBER&nbsp;14, 2003</FONT></B>

<P align="left">
<B><FONT size="2">PROSPECTUS</FONT></B>

<P align="center">
<B><FONT size="4">$475,000,000</FONT></B>

<P align="center">
<IMG src="f94556orf9455600.gif" alt="(JDS Uniphase Corporation Logo)">

<P align="center">
<B><FONT size="6">JDS Uniphase Corporation</FONT></B>

<P align="center">
<B><FONT size="4">Zero Coupon Senior Convertible Notes due
2010</FONT></B>

<DIV align="center">
<B><FONT size="4">96,153,846 Shares of Common Stock</FONT></B>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus
relates to $475,000,000 aggregate principal amount of our Zero
Coupon Senior Convertible Notes due 2010 (the &#147;Notes&#148;)
and 96,153,846 shares of our Common Stock, par value $0.001 per
share (the &#147;Common Stock&#148;), which are initially
issuable upon conversion of the Notes plus such additional
indeterminate number of shares of Common Stock as may become
issuable upon conversion of the Notes as the result of any
adjustment to the conversion price. We issued the Notes in a
private placement in October 2003. The initial purchasers resold
the Notes to qualified institutional buyers in accordance with
Rule&nbsp;144A under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). This prospectus will be used by the
selling securityholders named in this prospectus to resell their
Notes and the Common Stock issuable upon conversion of their
Notes.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of the
Notes may convert the Notes into shares of our Common Stock at a
conversion rate of 202.4291 shares per $1,000 principal amount
of notes, subject to adjustment, before close of business on
November&nbsp;15, 2010 only under the following circumstances:
(1)&nbsp;during any fiscal quarter commencing after
December&nbsp;31, 2003, if the closing sale price of our Common
Stock exceeds 110% of the conversion price for at least 20
trading days in the 30 consecutive trading days ending on the
last trading day of the preceding fiscal quarter; (2)&nbsp;if
the closing sale price of our Common Stock exceeds 110% of the
conversion price on any date after November&nbsp;15, 2008, and
at all times thereafter; (3)&nbsp;during the five business day
period after any five consecutive trading day period in which
the trading price per note for each day of that period was less
than 98% of the product of the closing sale price of the Common
Stock and the conversion rate, provided that noteholders will
receive an amount of cash or Common Stock, or any combination
thereof, equal to the principal amount of notes being converted
pursuant to this contingency if the closing sale price of our
Common Stock exceeds the conversion price; (4)&nbsp;if we call
the notes for redemption; or (5)&nbsp;upon the occurrence of
certain corporate events. Upon conversion, we have a right to
deliver cash (or a combination of cash and shares of Common
Stock) in lieu of shares of our Common Stock.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Beginning
November&nbsp;15, 2008, under certain circumstances we may
redeem any of the Notes. Holders of the Notes may require us to
repurchase the notes for cash on November&nbsp;15, 2008.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the occurrence
of certain corporate events, each holder of the Notes may
require us to purchase all or a portion of such holder&#146;s
Notes at a price equal to the principal amount, plus accrued and
unpaid additional interest, if any, on such notes to the date of
purchase. We may choose to pay the repurchase price in cash,
shares of our common stock, shares of the surviving corporation
or a combination thereof.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The notes are our
senior unsecured debt and will rank on a parity with all of our
other existing and future unsecured debt and prior to all
subordinated debt.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Notes will
mature on November&nbsp;15, 2010.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are filing the
registration statement, of which this prospectus is a part,
pursuant to contractual obligations. We will not receive any
proceeds from the resale of the Notes and the shares of Common
Stock issuable upon conversion of the Notes by the selling
securityholders but we have agreed to pay certain registration
expenses.
</FONT>

<P align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Common Stock is
quoted on the Nasdaq National Market under the symbol
&#147;JDSU&#148;. The last reported price of our Common Stock on
November&nbsp;13, 2003 was $3.44 per share.
</FONT>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Investing in the Notes and the shares of Common Stock
issuable upon conversion of the Notes involves substantial
risks. See &#147;Risk Factors&#148; beginning on page&nbsp;6.</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal
offense.</FONT></B>

<P align="center">
<FONT size="2">The date of this prospectus
is &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003.
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">FORWARD LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">WHERE YOU CAN FIND MORE INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">SUMMARY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">RATIO OF EARNINGS TO FIXED CHARGES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">SELLING SECURITYHOLDERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">DESCRIPTION OF NOTES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">DESCRIPTION OF CAPITAL STOCK</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">LEGAL MATTERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#013">EXPERTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#014">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#015">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="f94556orexv4w7.txt">EXHIBIT 4.7</A></TD></TR>
<TR><TD colspan="9"><A HREF="f94556orexv4w9.txt">EXHIBIT 4.9</A></TD></TR>
<TR><TD colspan="9"><A HREF="f94556orexv5w1.txt">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="f94556orexv12w1.txt">EXHIBIT 12.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="f94556orexv23w1.txt">EXHIBIT 23.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="f94556orexv25w1.txt">EXHIBIT 25.1</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B><FONT size="2">TABLE OF CONTENTS</FONT></B>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="90%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Page</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Forward Looking Statements
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">i</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Where You Can Find More Information
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">ii</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Incorporation of Certain Documents by Reference
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">ii</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Summary
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Risk Factors
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Ratio of Earnings to Fixed Charges
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">25</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Use of Proceeds
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Selling Securityholders
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Plan of Distribution
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">28</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Description of Notes
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">31</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Description of Capital Stock
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Material United States Federal Tax Considerations
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">50</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Legal Matters
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">57</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Experts
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">57</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Neither we nor the selling securityholders have
authorized any person to give any information or to make any
representation not contained or incorporated by reference in
this prospectus. You must not rely upon any information or
representation not contained or incorporated by reference in
this prospectus as if we had authorized it. This prospectus is
not an offer to sell or the solicitation of an offer to buy any
securities other than the registered securities to which it
relates and this prospectus is not an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction
where, or to any person to whom, it is unlawful to make such
offer or solicitation. You should not assume that the
information contained in this prospectus is correct on any date
after the date of this prospectus, even though this prospectus
is delivered or shares are sold pursuant to this prospectus on a
later date.
</FONT>

<DIV>&nbsp;</DIV>

<!-- link1 "FORWARD LOOKING STATEMENTS" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="center">
<B><FONT size="2">FORWARD LOOKING STATEMENTS</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This prospectus and the documents incorporated or
deemed to be incorporated by reference herein contain statements
concerning our future results and performance and other matters
that are &#147;forward-looking&#148; statements within the
meaning of Section&nbsp;27A of the Securities Act of 1933, as
amended (the &#147;Securities Act&#148;), and Section&nbsp;21E
of the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;). These statements involve known and
unknown risks, uncertainties, and other factors that may cause
our or our industry&#146;s results, levels of activity,
performance or achievements to be materially different from any
future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. Such
factors include, among others, those listed under &#147;Risk
Factors&#148; and elsewhere in this prospectus. You can identify
forward-looking statements by terminology such as
&#147;may,&#148; &#147;will,&#148; &#147;should,&#148;
&#147;intend,&#148; &#147;expect,&#148; &#147;plan,&#148;
&#147;anticipate,&#148; &#147;believe,&#148;
&#147;estimate,&#148; &#147;predict,&#148;
&#147;potential,&#148; or &#147;continue&#148; or the negative
of such terms or other comparable terminology. Forward-looking
statements include, among other things, all italicized portions
included under the heading &#147;Risk Factors,&#148; the
information and expectations concerning our future financial
performance and potential or expected growth in our markets and
the markets in which we expect to compete, business strategy,
projected plans and objectives, anticipated cost savings from
restructurings and our estimates with respect to future
operating results, including, without limitation, earnings, cash
flow and revenue. Factors which could cause actual results to
differ materially include those set forth in the risks discussed
below under &#147;Risk Factors&#148; and elsewhere in this
prospectus and the documents incorporated by reference.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, events, levels of activity,
performance, or achievements. We undertake no obligation to
assume responsibility for the accuracy and completeness of the
forward-looking statements. We do not intend to update any of
the forward-looking statements after the date of this prospectus
to conform them to actual results.
</FONT>

<P align="center">

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<!-- link1 "WHERE YOU CAN FIND MORE INFORMATION" -->
<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="center">
<B><FONT size="2">WHERE YOU CAN FIND MORE INFORMATION</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We file annual, quarterly and current reports,
proxy statements and other information with the Securities and
Exchange Commission (the &#147;SEC&#148;). You may read and copy
materials that we have filed with the Securities and Exchange
Commission at the Securities and Exchange Commission public
reference room located at 450&nbsp;Fifth Street, N.W.,
Room&nbsp;1024, Washington,&nbsp;D.C. 20549. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference room. Our Securities and
Exchange Commission filings are also available to the public on
the Securities and Exchange Commission&#146;s Internet website
at http://www.sec.gov. These reports, proxy and information
statements and other information may also be inspected at the
offices of Nasdaq Operations, National Association of Securities
Dealers, Inc., 1735&nbsp;K Street, N.W., Washington,&nbsp;D.C.
20006.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have filed a registration statement on
Form&nbsp;S-3 with the SEC under the Securities Act with respect
to the Notes and the Common Stock issuable upon conversion of
the Notes offered by this prospectus. This prospectus, which
constitutes part of the registration statement, does not contain
all of the information set forth in the registration statement
and its exhibits and schedules. For further information, please
refer to the registration statement and its exhibits and
schedules.
</FONT>

<DIV>&nbsp;</DIV>

<!-- link1 "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" -->
<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="center">
<B><FONT size="2">INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We incorporate hereby by reference hereto in this
prospectus the following documents filed by us with the SEC:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">our Annual Report on Form&nbsp;10-K for the
    fiscal year ended June&nbsp;30, 2003;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">our Quarterly Report on Form&nbsp;10-Q for the
    fiscal quarter ended September&nbsp;30, 2003;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">our Current Reports on Form&nbsp;8-K filed on
    October&nbsp;28, 2003 and October&nbsp;31, 2003;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the description of our Common Stock contained in
    our registration statement on Form&nbsp;8-A, dated
    November&nbsp;15, 1993, and any other amendment or report filed
    for the purpose of updating such description; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the description of our preferred share purchase
    rights contained in amendment no.&nbsp;5 to our registration
    statement on Form&nbsp;8-A, dated February&nbsp;15, 2003, and
    any other amendment or report filed for the purpose of updating
    such description.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We also incorporate hereby by reference hereto
all documents filed pursuant to Sections&nbsp;13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date of this prospectus
and prior to the termination of this prospectus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are &#147;incorporating by reference&#148;
certain documents that we file with the SEC, which means that
such documents are considered part of this prospectus and that
we can disclose important information to you by referring to
those documents. Information that we file in the future with the
SEC will automatically update and supersede earlier information
in or incorporated by reference in this prospectus. Any
statement made in a document incorporated or deemed incorporated
in this prospectus by reference is deemed to be modified or
superseded for purposes of this prospectus if a statement
contained in this prospectus or in any other subsequently filed
document, which also is incorporated or deemed incorporated in
this prospectus by reference, modifies or supersedes that
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Statements made in this prospectus, or in any
document incorporated by reference in this prospectus, as to the
contents of any contract or other document referred to in this
prospectus, or in such document incorporated herein, are not
necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit
to the documents incorporated herein; each such statement being
qualified in all material respects by such reference. We will
provide a copy of these filings and any exhibits specifically
incorporated in these filings and a copy of the indenture and
registration rights agreement referred to in this prospectus at
no cost by request directed to us at the following address and
telephone number: JDS Uniphase Corporation, 1768 Automation
Parkway, San Jose, California 95131, Attention: Investor
Relations, or by telephone to Investor Relations at
(415)&nbsp;268-6590.
</FONT>

<P align="center"><FONT size="2">ii
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "SUMMARY" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center">
<B><FONT size="2">SUMMARY</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">This summary highlights information contained
elsewhere or incorporated by reference in this prospectus. This
is not intended to be a complete description of the matters
covered in this prospectus and is subject to and qualified in
its entirety by reference to the more detailed information and
financial statements (including the notes thereto) included or
incorporated by reference in this prospectus. When we refer to
&#147;we,&#148; &#147;us,&#148; &#147;our,&#148; or &#147;the
Company,&#148; we mean JDS Uniphase Corporation and its
subsidiaries, unless the context indicates otherwise. Unless
otherwise indicated, references to &#147;2003&#148; mean our
fiscal year ending June&nbsp;30, 2003, references to
&#147;2002&#148; mean our fiscal year ended June&nbsp;30, 2002,
references to &#147;2001&#148; mean our fiscal year ended
June&nbsp;30, 2001, references to &#147;2000&#148; mean our
fiscal year ended June&nbsp;30, 2000 and references to
&#147;1999&#148; mean our fiscal year ended June&nbsp;30,
1999.</FONT></I>

<P align="center">
<B><FONT size="2">JDS Uniphase Corporation</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are a worldwide leader in optical technology.
We design and manufacture products for fiberoptic
communications, as well as for markets where our core optics
technologies provide innovative solutions for industrial,
commercial and consumer applications. Our fiberoptic components
and modules are deployed by system manufacturers for the
telecommunications, data communications and cable television
industries. We also offer products through original equipment
manufacturers for display, security, medical/ environmental
instrumentation, decorative, aerospace and defense applications.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Fiberoptic communications systems enable
transmission of video, audio and text data over high-capacity
fiberoptic cables. Although ultimately highly complex, a
fiberoptic communications system performs three basic functions
common to all communications systems: transmitting, routing
(switching)&nbsp;and receiving information, in this case
information encoded on light signals. Our fiberoptic components,
modules and subsystems, alone and in combinations, are the
building blocks for these systems. These products include
transmitters, receivers, amplifiers, dispersion compensators,
multiplexers and demultiplexers, add/ drop modules, switches,
optical performance monitors and couplers, splitters and
circulators. Complementing our components, modules and subsystem
products, our test and measurement equipment is used in
manufacturing, research and development, system development and
network maintenance environments for measuring performance of
optical components. We sell our communications products to the
world&#146;s leading and emerging telecommunications, data
communications and cable television systems providers worldwide.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition to fiberoptic communications, we
apply our optical technologies for use in the display, security,
medical/ environmental, instrumentation, and aerospace and
defense markets. Products of these businesses rely on optical
technologies to control, enhance and modify the behavior of
light utilizing its reflection, absorption and transmission
properties to achieve specific effects such as high
reflectivity, anti-glare and spectral filtering. Specific
product applications include computer monitors and flat panel
displays, projection systems, photocopiers, facsimile machines,
scanners, security products and decorative surface treatments.
We also supply laser products for biotechnology, graphic arts
and imaging, semiconductor processing, materials processing, and
a variety of other laser-based applications.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We group our communications and
non-communications products into two principal segments which we
call the communications products group and the thin film
products group.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our Internet address is www.jdsu.com. On our
Investor Relations web site, which is accessible through
www.jdsu.com, we post all Securities and Exchange Commission
filings as soon as reasonably practicable after they are
electronically filed or furnished to the Securities and Exchange
Commission. All such filings on our Investor Relations web site
are available free of charge. The SEC maintains an Internet site
at www.sec.gov that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC.
</FONT>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We were incorporated in California in May 1979
and reincorporated in Delaware in October 1993. We are the
product of several significant mergers and acquisitions,
including, among others, the combination of Uniphase Corporation
and JDS FITEL Inc. to form JDS Uniphase Corporation on
June&nbsp;30, 1999, and the
</FONT>

<P align="center"><FONT size="2">1
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">subsequent acquisitions of Optical Coating
Laboratory, Inc., or OCLI, on February&nbsp;4, 2000, E-TEK
Dynamics, Inc., or E-TEK, on June&nbsp;30, 2000 and SDL, Inc.,
or SDL, on February&nbsp;13, 2001. Our principal executive
offices are located at 1768&nbsp;Automation Parkway, San Jose,
California. Our telephone number at this location is
(408)&nbsp;546-5000.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In fiscal year 2001, we changed our year-end from
a fiscal year ending on June&nbsp;30 to a 52 or 53&nbsp;week
fiscal year ending on the Saturday closest to June&nbsp;30. This
change had no impact on our results of operations, financial
position or cash flows in fiscal year 2001.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our fiscal year 2003 ended on June&nbsp;28, 2003,
whereas fiscal years 2002 and 2001 ended on June&nbsp;29, 2002
and June&nbsp;30, 2001, respectively. For comparative
presentation purposes, all accompanying consolidated financial
statements and notes thereto have been shown as ending on
June&nbsp;30. The first quarters of fiscal year 2004 and 2003
ended on September&nbsp;27, 2003 and September&nbsp;28, 2002,
respectively. For comparative presentation purposes, all
accompanying financial statements and footnotes thereto have
been shown as ending on the last day of the calendar month.
</FONT>

<P align="center"><FONT size="2">2
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B><FONT size="2">Terms of the Notes</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="28%"></TD>
    <TD width="1%"></TD>
    <TD width="71%"></TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Designation and Amount
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">$475,000,000 aggregate principal amount Zero
    Coupon Senior Convertible Notes due 2010.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Maturity
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">November&nbsp;15, 2010.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Interest
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">Interest on the Notes is zero unless the Company
    defaults on specified obligations under the registration rights
    agreement. See &#147;Description of Notes&nbsp;&#151;
    Registration Rights of the Noteholders.&#148;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Conversion
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">A holder of Notes may convert the Notes into
    shares of our Common Stock at a conversion rate of 202.4291
    shares per $1,000 principal amount of Notes, subject to
    adjustment, prior to the close of business on the final maturity
    date under any of the following circumstances:
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">&#149;&nbsp;during any fiscal quarter commencing
    after December&nbsp;31, 2003, if the closing sale price of our
    Common Stock exceeds 110% of the conversion price for at least
    20 trading days in the 30 consecutive trading days ending on the
    last trading day of the preceding fiscal quarter;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">&#149;&nbsp;after November&nbsp;15, 2008 until
    maturity, on any date on which the closing sale price of our
    Common Stock exceeds 110% of the conversion price, and at all
    times thereafter;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">&#149;&nbsp;during the five business day period
    after any five consecutive trading day period in which the
    trading price per Note for each day of such period was less than
    98% of the product of the closing sale price of our Common Stock
    and the number of shares issuable upon conversion of $1,000
    principal amount of the Notes; provided that you will receive an
    amount of cash or Common Stock, or any combination thereof,
    equal to the principal amount of Notes being converted pursuant
    to this contingency if the closing sale price of our Common
    Stock exceeds the conversion price;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">&#149;&nbsp;if we call the Notes for redemption;
    or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">&#149;&nbsp;upon the occurrence of specified
    corporate events described under &#147;Description of
    Notes.&#148;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">Upon conversion, we have a right to deliver cash,
    or a combination of cash and shares of Common Stock, in lieu of
    shares of our Common Stock. See &#147;Description of
    Notes&nbsp;&#151; Payment Upon Conversion.&#148;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Redemption
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">We may redeem any of the Notes beginning
    November&nbsp;15, 2008 by giving a holder of Notes at least
    30&nbsp;days&#146; notice. We may redeem the Notes either in
    whole or in part at a redemption price equal to 100% of the
    principal amount of the Notes, plus accrued and unpaid
    additional interest, if any, resulting from a default under the
    registration rights agreement.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Designated Event
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">If a designated event, as described under
    &#147;Description of Notes&nbsp;&#151; Repurchase at Option of
    the Holder Upon a Designated Event,&#148; occurs prior to
    maturity, a holder of Notes may require us to repurchase all or
    part of such Notes at a repurchase price equal to
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">3
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="28%"></TD>
    <TD width="1%"></TD>
    <TD width="71%"></TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">100% of the principal amount of the Notes plus
    accrued and unpaid additional interest, if any, resulting from a
    default under the registration rights agreement. We may choose
    to pay the repurchase price in cash, shares of our Common Stock
    or, if applicable, of the surviving corporation&#146;s common
    stock or a combination thereof. See &#147;Description of
    Notes&nbsp;&#151; Registration Rights of the Noteholders.&#148;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Repurchase at the Option of the Holder
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">A holder of Notes may require us to repurchase
    the Notes, in whole or in part, on November&nbsp;15, 2008 for a
    repurchase price equal to 100% of the principal amount of the
    Notes plus additional interest, if any.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Sinking Fund
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">None.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Senior Notes
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">The Notes are our senior unsecured debt and will
    rank on a parity with all of our existing and future unsecured
    debt and prior to all subordinated debt. The indenture does not
    restrict our ability to incur additional indebtedness. See
    &#147;Description of Notes&nbsp;&#151; Subordination.&#148;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Use of Proceeds
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">We will not receive any proceeds from the resale
    of the Notes and the shares of our Common Stock issuable upon
    conversion of the Notes by the selling securityholders.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Registration Rights
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">We have agreed to file a shelf registration
    statement, of which this prospectus is a part, with the SEC
    covering the resale of the Notes and the underlying Common
    Stock. We also agree to use commercially reasonable efforts to
    keep the shelf registration statement effective until one of the
    following has occurred:
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">&#149;&nbsp;all securities covered by the
    registration statement have been sold pursuant to the shelf
    registration statement or Rule&nbsp;144;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">&#149;&nbsp;the expiration of the applicable
    holding period with respect to the Notes and the underlying
    Common Stock under Rule&nbsp;144(k) under the Securities Act or
    any successor provision; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
</TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">&#149;&nbsp;the Notes and the underlying Common
    Stock have ceased to be outstanding (whether as result of
    repurchase and cancellation, conversion or otherwise).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Trading
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">We do not intend to list the Notes on any
    national securities exchange. As of October&nbsp;31, 2003, the
    Notes were eligible for trading on the PORTAL market. Our Common
    Stock is quoted on the Nasdaq National Market under the symbol
    &#147;JDSU.&#148;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Absence of a Public Market
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">The Notes are securities for which there is
    currently no public market. An active or liquid market may not
    develop for the Notes. See &#147;Plan of Distribution.&#148;
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">4
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="28%"></TD>
    <TD width="1%"></TD>
    <TD width="71%"></TD>
</TR>

<TR>
    <TD valign="top">
    <FONT size="2">Ranking
    </FONT></TD>
    <TD></TD>
    <TD valign="top">
    <FONT size="2">The Notes are general unsecured obligations of
    the Company. The Notes are also effectively subordinated to the
    existing and future indebtedness and other liabilities,
    including trade payables, of our subsidiaries. As of
    September&nbsp;30, 2003, our subsidiaries had outstanding
    indebtedness of approximately $6.0&nbsp;million, other than
    intercompany indebtedness and trade payables. We and our
    subsidiaries are not prohibited from incurring senior
    indebtedness or other debt under the indenture.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">5
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "RISK FACTORS" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="center">
<B><FONT size="2">RISK FACTORS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">You should carefully consider the risks
described below before making an investment decision. The risks
described below are not the only ones facing our company.
Additional risks not presently known to us or that we currently
deem immaterial may also impair our business
operations.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Our business, financial condition or results
of operations could be materially adversely affected by any of
these risks. The trading price of the Notes and our Common Stock
could decline due to any of these risks, and you may lose all or
part of your investment.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">This prospectus also contains forward-looking
statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in
this prospectus.</FONT></I>

<P align="left">
<B><FONT size="2">Risks Related to Our Business</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">The continuing unstable economic
    environment has significantly harmed and may continue to
    significantly harm our industries.</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Our revenue levels are unstable, we are not
    currently profitable, and we have difficulty predicting future
    operating results.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of continuing unfavorable economic
and market conditions, particularly in the communications sector
(but also in our non-communications business), our revenues have
declined significantly from historic levels, we are not
currently profitable, and we are unable to predict future sales
accurately or to provide long-term guidance for future financial
performance. Historically, our communications business was the
more affected business; however, recently, these unfavorable
conditions are increasingly impacting our non-communications
businesses. The conditions contributing to this difficulty
include:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">uncertainty regarding the capital spending plans
    of the major telecommunications carriers, upon which our
    telecommunications systems manufacturing customers, and
    ultimately we, depend for a substantial amount of our sales;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the weakened financial condition of many major
    telecommunications carriers and their current limited access to
    the capital required for expansion;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">continued reduction in inventory levels by our
    telecommunications systems manufacturing customers;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">limited visibility regarding the long-term demand
    for high content, high speed, broadband telecommunications
    networks;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">excess fiber and channel capacity, particularly
    in the long-haul market, which historically has been responsible
    for a major portion of our communications sales and profits;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">uncertainty regarding the growth and
    profitability of the security display and commercial laser
    markets, which are responsible for a substantial portion of our
    non-communications sales and profits; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">general market and economic uncertainty.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Based on these and other factors, many of our
major customers have reduced, modified, cancelled or rescheduled
orders for our products and have expressed uncertainty as to
their future requirements. In the communications business, this
uncertainty is reflected in the limited and highly variable
forecasts our customers are providing of their anticipated needs
for our communications products. <I>As a result, our revenues in
the future are likely to fluctuate and may, in fact, decline,
and we anticipate that we will continue to be unprofitable in
the near future. </I>In addition, due to our current limited
ability to provide long-term guidance for our operating results,
our ability to meet financial expectations for future periods
may be harmed.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Our customers&#146; businesses have been
    harmed by the economic downturn.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our communications business is largely dependent
upon product sales to telecommunications systems manufacturers
who in turn are dependent for their business upon sales of
fiberoptic systems to telecommunica-
</FONT>

<P align="center"><FONT size="2">6
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">tions carriers. All of our systems manufacturing
customers and their carrier customers have experienced severe
business declines during the current downturn. Many of these
companies are currently operating at losses and are unable to
make meaningful long-term predictions for their recovery, and
hence their forecasted requirements for optical
telecommunications systems. This continuing uncertainty means
that, as a supplier of the components and modules for these
systems, our ability to predict our financial results or
business prospects for future periods is severely limited.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Our Global Realignment Program may be
    unsuccessful in aligning our operations to current market
    conditions.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In response to the economic slowdown and as part
of our continuing integration efforts, we commenced a Global
Realignment Program in April 2001, under which we are, among
other things:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">eliminating some product development programs and
    consolidating or curtailing others in order to focus our
    research and development investments on the most promising
    projects;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">consolidating our manufacturing facilities from
    multiple sites into single locations, as well as consolidating
    sales and administrative functions; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">aligning our sales organization to offer
    customers a single point of contact for all of their product
    requirements, and creating regional and technical centers to
    streamline customer interaction with product line managers.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Implementation of the Global Realignment Program
involves major reductions in our workforce and facilities and,
in certain instances, the relocation of products, technologies
and personnel. <I>We have incurred and will continue to incur
significant costs (including cash expenditures) to implement the
Global Realignment Program and we expect to realize significant
future cost reductions as a result. </I>The Global Realignment
Program may not be successful in achieving the expected cost
reductions or other benefits, may be insufficient to align our
operations with customer demand and the changes affecting our
industry, or may be more costly or extensive than currently
anticipated. Even if the Global Realignment Program is
successful and meets our current cost reduction goals, our sales
must increase substantially in the future for us to be
profitable.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Our cost reduction programs may be
    insufficient to achieve long-term profitability.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are undertaking cost reduction measures, under
and in addition to the Global Realignment Program, intended to
reduce our expense structure at both the cost of goods sold and
the operating expense levels. We believe these measures are a
necessary response to, among other things, declining average
sales prices across our product lines. These measures may be
unsuccessful in creating profit margins sufficient to sustain
our current operating structure and business.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">We have incurred, and may in the future incur,
    inventory-related charges, the amounts of which are difficult to
    predict accurately.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of the business downturn and
declining demand for our products, we have written down a
substantial portion of our inventory as our revenue forecasts
continued to decline. We generally use a rolling six-month
forecast based on anticipated product orders, product order
history, forecasts and backlog to assess our inventory
requirements. However, as discussed above, our ability to
forecast our customers&#146; needs for our products in the
current economic environment is very limited. Consequently, we
have incurred, and may in the future incur, charges to write
down our inventory. We recorded charges of $56.1&nbsp;million
and $203.9&nbsp;million related to excess and obsolete inventory
during fiscal 2003 and 2002, respectively. We may incur such
inventory write-downs in future periods. Moreover, because of
our current difficulty in forecasting overall revenue, we may in
the future revise our previous forecasts, which could lead to
further inventory write-downs. While we believe, based on
current information, that the amount recorded for inventory is
properly reflected on our balance sheet at September&nbsp;30,
2003, if market conditions are less favorable than our
forecasts, our
</FONT>

<P align="center"><FONT size="2">7
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">future revenue mix differs from our forecasted
revenue mix, or actual demand from our customers is lower than
our estimates, we may be required to record additional inventory
write-downs.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Any failure of our major telecommunications
    systems manufacturing customers, or their telecommunications
    carrier customers, to service their debt would materially harm
    our business.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During the rapid growth in the telecommunications
sector in the mid-to-late 1990s, telecommunications systems
manufacturers and their telecommunications carrier customers
incurred large amounts of debt in order to finance the expansion
that was then forecasted. In the rapid downturn that followed,
both capital spending and revenue declined, but debt remained
and in some instances increased. As a result, several of the
telecommunications carriers and, in turn their suppliers, our
telecommunications systems manufacturing customers, continue to
have significant amounts of outstanding debt. The servicing of
this debt may, among other things, limit the carriers&#146;
ability to buy new capital equipment and, thus, the demand for
telecommunications systems. In fact, several carriers (WorldCom
and Global Crossing, among others) have declared bankruptcy over
the past two years, or are otherwise in financial distress.
<I>We anticipate that some or all of these companies will need
to repay or restructure significant portions of their debt in
the future. </I>Any failure in this task could materially harm
their businesses, and consequently ours. As long as these
companies are focused on debt concerns, they are less likely to
acquire telecommunications systems.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If our customers fail to meet their financial
    obligations to us, our business will suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Although we perform ongoing credit evaluations of
our customers and manage and monitor balances owed us, we are
not able to predict changes in their financial condition,
particularly during the current economic environment. Based on
our estimates as to the quality of our accounts receivable, we
maintain allowances for doubtful accounts for estimated losses
resulting from the inability or unwillingness of our customers
to make required payments. However, if our customers are unable
to meet their financial obligations to us as a result of
bankruptcy or deterioration in their operating results or
financial condition, our trade receivables may not be
recoverable and, in addition to not receiving the amounts owed,
we may be required to record additional bad debt expenses, which
could materially affect our financial condition and operating
results.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Moreover, the continuing economic slowdown has
exacerbated our vulnerability to demand fluctuations for our
communications products. Specifically, we have experienced and
remain vulnerable to material order cancellations, modifications
and reschedulings, all of which, among other things, reduce our
sales and impair our ability to achieve financial targets and
predict financial results for future periods.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">We depend on recovery and long-term growth
    in our markets for our success.</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If the Internet does not continue to grow as
    expected, our business will suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our future success as a manufacturer of optical
components, modules and subsystems ultimately depends on the
continued growth of the communications industry, and, in
particular, the growth of the Internet as a global
communications system. As part of that growth, we are relying on
increasing demand for high-content voice, text and other data
delivered over high-speed connections (i.e., high bandwidth
communications). As Internet usage and bandwidth demand
increase, so does the need for advanced optical networks to
provide the required bandwidth. Without Internet and bandwidth
growth, the need for our advanced communications products, and
hence our future growth as a manufacturer of these products, is
jeopardized. Currently, while generally increasing demand for
Internet access is apparent, less evident is when order capacity
will be absorbed. Moreover, multiple service providers compete
to supply the existing demand. Also, currently, fiberoptic
networks have significant excess capacity. The combination of a
large number of service providers and excess network capacity
has resulted in severely depressed prices for bandwidth. Until
pricing recovers, service providers have less incentive to
install equipment and, thus, little need for many of our
communications products. Ultimately, should long-term
expectations for Internet growth and bandwidth demand not be
realized, our business would be significantly harmed.
</FONT>

<P align="center"><FONT size="2">8
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">We depend on stability or growth in the
    markets for our products outside communications for growth in
    the revenue of this group of products.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The growth of our display products, light
interference pigment and other businesses served out of our thin
film products group, depends significantly on the continued
stability or growth and success of these markets. Among other
things, advances in the technology used in computer monitors,
televisions, conference room projectors and other display
devices have led to increased demand for flat panel displays and
projection displays. We cannot be certain that growth in these
markets will continue. In recent periods, we have experienced
reduced demand for some of our non-communications products,
particularly our display components sold to Texas Instruments.
<I>We expect this reduced demand to continue for the near term.
</I>Among other things, we are working to develop additional
profitable applications for our interference pigments and
display components and modules. If we fail, these businesses
will suffer. Moreover, we cannot predict the impact of
technological or other changes in these industries on our
business. In addition, each of our non-communications products
is subject to pricing pressure, consolidation and realignment as
industry participants react to shifting customer requirements
and overall demand. There is a risk that any consolidation or
realignment could adversely affect our business, and pricing
pressure can adversely affect our operating results.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Our business and financial condition could
    be harmed by our long-term growth strategy.</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If we fail to manage or anticipate our
    long-term growth, our business will suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Notwithstanding the recent decline, the optical
businesses as well as the businesses that we serve out of the
thin film products group have historically grown, at times
rapidly, and we have grown accordingly. <I>We have made and,
although we remain in an industry slowdown, expect in the future
to make significant investments to enable our future growth
through, among other things, internal expansion programs,
product development, acquisitions and other strategic
relationships. </I>If we fail to manage or anticipate our future
growth effectively, particularly during periods of industry
decline, our business will suffer. Through our Global
Realignment Program and other cost reductions measures we are
balancing the need to shrink our operations consistent with the
current economic conditions with the need to preserve our
ability to grow and scale our operations when our markets
recover. If we fail to achieve this balance, our business will
suffer to the extent our resources and operations are
insufficient to respond to a return to growth.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If we fail to commercialize new product lines,
    our business will suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We intend to continue to develop new product
lines and improve existing ones to meet our customers&#146;
diverse and changing needs. New product development activities
are expensive, with no guarantee of success. Risks associated
with our development of new products and improvements to
existing products include the risk that:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we may fail to complete the development of a new
    or improved product;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">our customers may not purchase the new or
    improved product because, among other things, the product is too
    expensive, is defective in design, manufacture or performance,
    is uncompetitive, or because the product has been superceded by
    another product or technology; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we may fail to anticipate or respond to new
    technologies that could have a disruptive impact on our business.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Nonetheless, if we fail to successfully develop
and introduce new products and improve existing ones, our
business will suffer. We have considerably reduced our research
and development spending from historic levels and some of our
competitors now spend considerably higher percentages of their
revenues on research and development than do we.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Furthermore, new products require increased sales
and marketing, customer support and administrative effort to
support anticipated increased levels of operations. We may not
be successful in creating this infrastructure, or we may not
realize increased sales sufficient to offset the additional
expenses resulting from this increased infrastructure. In
connection with our many acquisitions, we have incurred expenses
in
</FONT>

<P align="center"><FONT size="2">9
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">anticipation of developing and selling new
products. Our operations may not achieve levels sufficient to
justify the increased expense levels associated with these new
businesses.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Changes in accounting rules have had and
    may continue to have a material effect on our financial
    results.</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Our financial results could be affected by
    potential changes in the accounting rules governing the
    recognition of stock-based compensation expense.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We measure compensation expense for our employee
stock compensation plans under the intrinsic value method of
accounting prescribed by APB&nbsp;Opinion No.&nbsp;25,
&#147;Accounting for Stock Issued to Employees.&#148; Under this
method, we recognized compensation charges related to stock
compensation plans of $1.2&nbsp;million, $50.9&nbsp;million,
$124.9&nbsp;million and $52.6&nbsp;million in the first quarter
of fiscal year 2004 and in fiscal 2003, 2002 and 2001,
respectively. In accordance with SFAS No.&nbsp;123,
&#147;Accounting for Stock-Based Compensation,&#148; we provide
disclosures of our operating results as if we had applied the
fair value method of accounting. Beginning in the third quarter
of fiscal 2003, we provide such disclosures in our Quarterly
Reports on Form&nbsp;10-Q in accordance with SFAS No.&nbsp;148,
&#147;Accounting for Stock-Based Compensation&nbsp;&#151;
Transition and Disclosure.&#148; Had we accounted for our
compensation expense under the fair value method of accounting
prescribed by SFAS No.&nbsp;123, the charges would have been
significantly higher than the intrinsic value method used by us,
totaling $72.1&nbsp;million, $685.2&nbsp;million,
$688.9&nbsp;million and $566.2&nbsp;million during the first
quarter of fiscal year 2004 and during fiscal 2003, 2002 and
2001, respectively. Currently, the FASB is considering changes
to accounting rules concerning the recognition of stock option
compensation expense. If these proposals are implemented, we and
other companies may be required to measure compensation expense
using the fair value method, which would adversely affect our
results of operations by increasing our losses by the additional
amount of such stock option charges.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Implementation of FIN 46 could affect our
    financial results</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In January 2003, the FASB issued Interpretation
No.&nbsp;46, &#147;Consolidation of Variable Interest Entities,
an Interpretation of ARB No.&nbsp;51,&#148; which was amended in
October 2003. FIN 46 requires an investor who receives the
majority of the expected losses, the expected residual returns,
or both, (primary beneficiary) of a variable interest entity
(&#147;VIE&#148;) to consolidate the assets, liabilities and
results of operations of the entity. A variable interest entity
is an entity in which the equity investors do not have a
controlling interest or the equity investment at risk is
insufficient to finance the entity&#146;s activities without
receiving additional subordinated financial support from other
parties. FIN 46, as amended, is applicable: (i)&nbsp;immediately
for all variable interest entities created after
January&nbsp;31, 2003; or (ii)&nbsp;in the first fiscal year or
interim period ending after December&nbsp;15, 2003 for those
created before February&nbsp;1, 2003, so long as we have not
issued financial statements reporting that VIE in accordance
with FIN&nbsp;46, other than the disclosures required by
paragraph&nbsp;26 of FIN&nbsp;46. During the first quarter of
fiscal 2004, we adopted the provisions of FIN&nbsp;46 with
respect to a synthetic lease agreement pertaining to two
separate properties and recognized a non-cash cumulative effect
of an accounting change adjustment of $2.9&nbsp;million and
deferred impairment charge of $5&nbsp;million.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company is currently reviewing its cost and
equity method investments and other variable interests acquired
prior to February&nbsp;1, 2003 to determine whether those
entities are variable interest entities and, if so, if the
Company is the primary beneficiary of any of its investee
companies. At September&nbsp;30, 2003, the Company had 24 cost
and equity method investments primarily in privately held
companies and venture funds that have the potential to provide
strategic technologies and relationships to the Company&#146;s
businesses. <I>The Company expects to complete the review during
the second quarter of fiscal 2004. </I>Provided the Company is
not the primary beneficiary, the Company&#146;s maximum exposure
to loss for these investments at September&nbsp;30, 2003 is
limited to the carrying amount of its investment of
$37.8&nbsp;million in such entities and its minimum funding
commitments of $20.6&nbsp;million. The consolidation of any
investee companies under Interpretation No.&nbsp;46 could
adversely affect the financial position and results of
operations of the Company.
</FONT>

<P align="center"><FONT size="2">10
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Our total net revenue is dependent upon a
    few key customers.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A few large customers account for most of our
total net revenue. During fiscal 2003, Texas Instruments
accounted for 12% of our total net revenue. During fiscal 2002,
no customer accounted for more than 10% of our total net
revenue. During fiscal 2001, Nortel, Alcatel and Lucent
accounted for 14%, 12% and 10% of our total net revenue,
respectively. <I>We expect that, for the foreseeable future,
sales to a limited number of customers will continue to account,
alone or in the aggregate, for a high percentage of our total
net revenue. </I>Dependence on a limited number of customers
exposes us to the risk that order reductions from any one
customer can have a material adverse effect on periodic revenue.
In fiscal 2003, we experienced a dramatic decline in our sales
to Texas Instruments, from $23.5&nbsp;million (15% of quarterly
revenue) in the second quarter of the year to $14.4&nbsp;million
(less than 10% of quarterly revenue) in the fourth quarter of
the year. Moreover, many of our customers are currently
experiencing significant revenue declines and, in recent
periods, have significantly reduced their orders from us. If
such reductions continue, our business will continue to be
harmed.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Any failure to remain competitive would
    harm our operating results.</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If we are not competitive, our operating
    results could suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The markets in which we sell our products are
highly competitive and characterized by rapidly changing and
converging technologies. We face intense competition from
established competitors and the threat of future competition
from new and emerging companies in all aspects of our business.
Among our current competitors are some of our customers, who are
vertically integrated and either manufacture and/or are capable
of manufacturing some or all of the products we sell to them. In
addition to our current competitors, we expect that new
competitors providing niche, and potentially broad, product
solutions will increase in the future. While the current
economic downturn has reduced the overall level of business in
our industries, the competition remains fierce. To remain
competitive in both the current and future business climates, we
believe we must maintain a substantial commitment to research
and development, improve the efficiency of our manufacturing
operations, and streamline our marketing and sales efforts, as
well as customer service and support. Under our Global
Realignment Program, we have ongoing initiatives in each of
these areas. However, our efforts to remain competitive as we
continue to implement our Global Realignment Program may be
unsuccessful. Among other things, we may not have sufficient
resources to continue to make the investments necessary to
remain competitive, or we may not make the technological
advances necessary to remain competitive. In addition,
notwithstanding our efforts, technological changes,
manufacturing efficiencies or development efforts by our
competitors may render our products or technologies obsolete or
uncompetitive.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the telecommunications industry, our
telecommunications systems manufacturing customers evaluate our
products and competitive products for deployment in their
telecommunications systems. Similarly, telecommunications
carrier customers evaluate our customers&#146; system products
and competitive products for system installation. Any failure of
us to be selected by our customers, or our customers to be
selected by their customers, can significantly harm our business.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The businesses we serve through our thin film
products group (e.g., display, medical/environmental
instrumentation, document security, product security, aerospace
and defense, and lasers) are also susceptible to changing
technologies and competition. Growth in the demand for our
products within these markets will depend upon our ability to
compete with providers of lower cost, higher performance
products by developing more cost-effective processes and
improving our products. Currently, we are working to develop new
products for use in the commercial laser and flat panel display
markets, markets with significant existing and developing
competition. Our success or failure in these efforts will have a
material impact on our non-communications business. In the
security market, we face competition from alternative
anti-counterfeiting devices such as holograms, embedded threads
and watermarks.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">The telecommunications industry is
    consolidating.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The telecommunications industry is consolidating
and we believe it will continue to consolidate in the future as
companies attempt to strengthen or hold their market positions
in an evolving industry. The recent
</FONT>

<P align="center"><FONT size="2">11
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">consolidations of Bookham and Nortel
Network&#146;s optical components business and of Avanex and
Corning&#146;s and Alcatel&#146;s respective optical components
businesses are recent examples of high profile consolidations.
We anticipate that consolidation will continue as a result of
the current industry downturn. In addition, industry
consolidation may result in stronger competitors who are able to
compete better as sole-source vendors for customers. This could
harm our business as we compete to be a single-vendor solution.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We also expect consolidation to occur among our
telecommunications systems manufacturing customers and their
telecommunications carrier customers. Consolidation at either
level could result in, among other things, greater negotiating
power for the consolidated companies with their suppliers in
response to reduced competition, and reduced overall demand for
telecommunications systems as the number of companies installing
systems or providing services declines. Any of these results
could reduce demand for our telecommunications products and
increase pressure to reduce our prices and provide other
incentives.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Average selling prices are
    declining.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Prices for telecommunications fiberoptic products
generally decline over time as new and more efficient components
and modules with increased functionality are developed,
manufacturing processes improve and competition increases. The
current economic environment has exacerbated the general trend,
as declining revenues have forced telecommunications carriers
and their suppliers to reduce costs, leading to increasing
pricing pressure on our competitors and us. Weakened demand for
optical components and modules has created an oversupply of
these products, which has increased pressure on us to reduce our
prices. <I>To the extent this oversupply is not resolved in
future periods, we anticipate continuing pricing pressure</I>.
Moreover, currently, fiberoptic networks have significant excess
capacity. Industry participants disagree as to the amount of
this excess capacity. <I>However, to the extent that there is
significant overcapacity and this capacity is not profitably
utilized in future periods, we expect to face additional
pressure to reduce our prices</I>. Also, numerous
telecommunications carriers (WorldCom and Global Crossing, among
others) have declared bankruptcy over the past two years or are
otherwise in financial distress. As carriers are eliminated from
the marketplace, through bankruptcy or consolidation, system
vendors lose customers, while remaining carriers are able to
increase price pressures on system vendors since vendors have
fewer customer alternatives. System vendors in turn will apply
those pressures on us.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are also experiencing pricing pressure in the
businesses we serve through our thin film products group (e.g.,
display, medical/environmental instrumentation, document
security, product security, aerospace and defense, and lasers),
as a result of improved internal sourcing capabilities within
some of our customers, declining demand for some of our products
and increased competition.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In response to declining average sales prices, we
are undertaking cost reduction measures, under and in addition
to the Global Realignment Program, intended to reduce our
expense structure at both the cost of goods sold and the
operating expense levels. These measures may be unsuccessful in
creating profit margins sufficient to sustain our current
operating structure and business. In addition to direct cost
cutting, we must continue to: (i)&nbsp;timely develop and
introduce new products that incorporate features that enable
such products to be less price sensitive, and (ii)&nbsp;increase
the efficiency of our manufacturing operations. Failure to do so
could cause our revenues and profit margins to further decline,
which would harm our business.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If we fail to attract and retain key
    personnel, our business could suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our future depends, in part, on our ability to
attract and retain key personnel. Competition for highly skilled
technical people is extremely intense, and, the current economic
environment notwithstanding, we continue to face difficulty
identifying and hiring qualified engineers in many areas of our
business. We may not be able to hire and retain such personnel
at compensation levels consistent with our existing compensation
and salary structure. Our future also depends on the continued
contributions of our executive management team and other key
management and technical personnel, each of whom would be
difficult to replace. The loss of services of these or other
executive officers or key personnel or the inability to continue
to attract qualified personnel could have a material adverse
effect on our business.
</FONT>

<P align="center"><FONT size="2">12
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a consequence of the current economic
environment and as part of our Global Realignment Program, we
have reduced our global workforce to 5,194 employees as of
September&nbsp;30, 2003. We cannot predict the impact our recent
workforce reductions and any other reductions we are compelled
to make in the future will have on our ability to attract and
retain key personnel.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Similar to other technology companies,
particularly those located in Silicon Valley, we rely upon our
ability to use stock options and other forms of equity-based
compensation as key components of our executive and employee
compensation structure. Historically, these components have been
critical to our ability to retain important personnel and offer
competitive compensation packages. Without these components, we
would be required to significantly increase cash compensation
levels (or develop alternative compensation structures) in order
to retain our key employees, particularly as and when an
industry recovery returns. Recent proposals to modify accounting
rules relating to the expensing of equity compensation may cause
us to substantially reduce, or even eliminate, all or portions
of our equity compensation programs.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">We have concerns regarding the
    manufacturing, quality and distribution of our
    products.</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If we do not achieve acceptable manufacturing
    volumes, yields and costs, our business will suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our success depends upon our ability to timely
deliver products to our customers at acceptable volume and cost
levels. The manufacture of our products involves highly complex
and precise processes, requiring production in highly controlled
and clean environments. Changes to our manufacturing processes
or those of our suppliers, or the inadvertent use of defective
or contaminated materials by our suppliers or us, could
significantly hurt our ability to meet our customers&#146;
product volume and quality needs. Moreover, in some cases,
existing manufacturing techniques, which involve substantial
manual labor, may not achieve the volume or cost targets
necessary to be competitive. In these cases, we will need to
develop new manufacturing processes and techniques, which are
anticipated to involve higher levels of automation, to achieve
these targets, and we will need to undertake other efforts to
reduce manufacturing costs. Currently, we are devoting
significant funds and other resources to: (i)&nbsp;develop
advanced manufacturing techniques to improve product volumes and
yields and reduce costs, and (ii)&nbsp;realign some of our
product manufacturing facilities to locations offering optimal
labor costs. These efforts may not be successful. If we fail to
achieve acceptable manufacturing yields, volumes and costs, our
business will be harmed.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If our customers do not qualify our
    manufacturing lines for volume shipments, our operating results
    could suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Customers will not purchase any of our products,
other than limited numbers of evaluation units, prior to
qualification of the manufacturing lines for the products. Each
new manufacturing line must go through rigorous qualification
with our customers. The qualification process can be lengthy and
is expensive, with no guarantee that any particular product
qualification process will lead to profitable product sales.
Moreover, we are currently consolidating our worldwide
manufacturing operations into centralized locations, such as our
facilities in Shenzhen, China. Among other things, we are moving
the manufacturing of some of our products to other facilities.
We expect that consolidation and product relocations may
continue for the foreseeable future. The manufacturing lines for
relocated products must undergo qualification before commercial
shipment of these products can recommence. The qualification
process, whether for new products or in connection with the
relocation of manufacturing of current products, determines
whether the manufacturing line achieves the customers&#146;
quality, performance and reliability standards. Our expectations
as to the time periods required to qualify (or requalify) a
product line and ship products in volumes to customers may be
erroneous. Delays in qualification can cause a product to be
dropped from a long-term supply program. These delays will also
impair the expected timing, and may impair the expected amount,
of sales of the affected products. Nevertheless, we may, in
fact, experience delays in obtaining qualification of our
manufacturing lines and, as a consequence, our operating results
and customer relationships would be harmed.
</FONT>

<P align="center"><FONT size="2">13
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If our products fail to perform, our business
    will suffer.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our business depends on manufacturing excellent
products of consistently high quality. Our products are highly
complex and, as such susceptible to design and manufacturing
defects. To guard against this, our products are rigorously
tested for quality both by our customers and us. Nevertheless,
our customers&#146; testing procedures are limited to evaluating
our products under likely and foreseeable failure scenarios. For
various reasons (including, among others, the occurrence of
performance problems that are unforeseeable in testing or that
are detected only when products are fully deployed and operated
under peak stress conditions), our products may fail to perform
as expected. Failures could result from faulty design or
problems in manufacturing. In either case, we could incur
significant costs to repair and/or replace defective products
under warranty, particularly when such failures occur in
installed systems. We have experienced such failures in the past
and remain exposed to such failures, as our products are widely
deployed throughout the world in multiple demanding environments
and applications. In some cases, product redesigns or additional
capital equipment may be required to correct a defect. We have
in the past increased our warranty reserves and have incurred
significant expenses relating to certain communications
products. Any significant product failure could result in lost
future sales of the affected product and other products, as well
as customer relations&#146; problems, litigation and damage to
our reputation.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Certain of our non-telecommunications products
    are subject to governmental and industry regulations,
    certifications and approvals.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The commercialization of certain of the products
we design, manufacture and distribute through our thin film
products group may be delayed or made more costly due to
required government and industry approval processes. Development
of applications for our light interference pigment products may
require significant testing that could delay our sales. For
example, certain uses in cosmetics may be regulated by the Food
and Drug Administration, which has extensive and lengthy
approval processes. Durability testing by the automobile
industry of our pigments used with automotive paints can take up
to three years. If we change a product for any reason including
technological changes or changes in the manufacturing process,
prior approvals or certifications may be invalid and we may need
to go through the approval process again. If we are unable to
obtain these or other government or industry certifications in a
timely manner, or at all, our operating results could be
adversely affected.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">We may not be able to enter into necessary
    strategic alliances to effectively commercialize our
    products.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We often rely on strategic alliances with other
companies to commercialize some of our products in a timely or
effective manner, primarily in our non-telecommunication
businesses. Our current strategic alliance partners provide us
with assistance in the marketing, sales and distribution of a
diverse line of products. We may be unable to find appropriate
strategic alliances in markets in which we have little
experience, which could prevent us from bringing our products to
market in a timely manner, or at all. For instance, we have a
strategic alliance with SICPA, one of our major customers in the
thin film products group, for the marketing and sale of our
light interference pigments used to provide security features in
currency. Under a license and supply agreement, we rely
exclusively on SICPA to market and sell to this market
worldwide. SICPA has the right to terminate the agreement if we
breach it. If SICPA terminates our agreement or if it is unable
to market and sell our light interference pigments successfully
for the applications covered by the agreement, our business may
be harmed and we may be unable to find a substitute marketing
and sales partner or develop these capabilities ourselves. Also,
if SICPA fails to meet its minimum purchase requirements under
the agreement for any reason, our operating results would be
adversely affected.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">If our contract manufacturers fail to deliver
    quality products at reasonable prices and on a timely basis, our
    results of operations and financial conditions could be
    harmed.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are increasing our use of contract
manufacturers as an alternative to our own manufacturing of
products. If these contract manufacturers do not fulfill their
obligations to us, or if we do not properly manage these
relationships and the transition of production to these contract
manufacturers, our existing customer relationships may suffer.
In addition, by undertaking these activities, we run the risk
that the reputation and
</FONT>

<P align="center"><FONT size="2">14
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">competitiveness of our products and services may
deteriorate as a result of the reduction of our control over
quality and delivery schedules. We also may experience supply
interruptions, cost escalations and competitive disadvantages if
our contract manufacturers fail to develop, implement or
maintain manufacturing methods appropriate for our products and
customers.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our supply chain and manufacturing process relies
on accurate forecasting to provide us with optimal margins and
profitability. Because of market uncertainties, forecasting is
becoming much more difficult. In addition, as we come to rely
more heavily on contract manufacturers, we may have fewer
personnel resources with expertise to manage these third-party
arrangements.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Interruptions affecting our key suppliers
    could disrupt production, compromise our product quality and
    adversely affect our revenue.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We obtain various components included in the
manufacture of our products from single or limited source
suppliers. A disruption or loss of supplies from these companies
or price increases for these components would materially harm
our results of operations, product quality and customer
relationships. For example, we currently utilize a sole source
for the crystal semiconductor chip sets incorporated in our
solid-state microlaser products. We obtain lithium niobate
wafers, gallium arsenide wafers, specialized fiber components
and some lasers used in our telecommunications products
primarily from limited source suppliers. These materials are
important components of certain of our products and we currently
do not have alternative sources for such materials. Also, we do
not currently have long-term or volume purchase agreements with
any of these suppliers, and these components may not in the
future be available at reasonable prices in the quantities
required by us, if at all, in which case our business could be
materially harmed.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">We face risks related to our international
    operations and revenue.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our customers are located throughout the world.
In addition, we have significant offshore operations, including
manufacturing, sales and customer support operations. Our
operations outside North America include facilities in Europe
and Asia-Pacific.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our international presence exposes us to certain
risks, including the following:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">our ability to comply with the customs,
    import/export and other trade compliance regulations of the
    countries in which we do business, together with any unexpected
    changes in such regulations;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">tariffs and other trade barriers;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">political, legal and economic instability in
    foreign markets, particularly in those markets in which we
    maintain manufacturing and research facilities;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">difficulties in staffing and management;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">language and cultural barriers;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">seasonal reductions in business activities in the
    countries where our international customers are located;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">integration of foreign operations;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">longer payment cycles;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">greater difficulty in accounts receivable
    collection;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">currency fluctuations; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">potential adverse tax consequences.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Net revenue from customers outside North America
accounted for 30%, 26% and 32% of our total net revenue in
fiscal 2003, 2002 and 2001, respectively. <I>We expect that
revenue from customers outside North America will continue to
account for a significant portion of our total net revenue.
</I>Lower sales levels that typically occur during the summer
months in Europe and some other overseas markets may materially
and
</FONT>

<P align="center"><FONT size="2">15
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">adversely affect our business. In addition, sales
of many of our customers depend on international sales and
consequently further expose us to the risks associated with such
international sales.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The international dimensions of our operations
and sales subject us to a myriad of domestic and foreign trade
regulatory requirements. As part of our ongoing integration
program, we are evaluating our current trade compliance
practices and implementing improvements, where necessary. Among
other things, we are auditing our product export classification
and customs procedures and are installing trade information and
compliance systems using our global enterprise software
platforms. <I>We do not currently expect the costs of such
evaluation or the implementation of any resulting improvements
to have a material adverse effect on our operating results or
business. </I>However, our evaluation and related implementation
are not yet complete and, accordingly, the costs could be
greater than expected and such costs and the legal consequences
of any failure to comply with applicable regulations could
affect our business and operating results.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">We are increasing manufacturing operations
    in China, which expose us to risks inherent in doing business in
    China.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of our Global Realignment Program and
in an effort to reduce costs, we have increased our
manufacturing operations in China and those operations are
subject to greater political, legal and economic risks than
those faced by our other operations. In particular, the
political, legal and economic climate in China (both at national
and regional levels) is extremely fluid and unpredictable. Among
other things, the legal system in China (both at the national
and regional levels) remains highly underdeveloped and subject
to change, with little or no prior notice, for political or
other reasons. Our ability to operate in China may be adversely
affected by changes in Chinese laws and regulations, such as
those relating to taxation, import and export tariffs,
environmental regulations, land use rights, intellectual
property and other matters. Moreover, the enforceability of
applicable existing Chinese laws and regulations is uncertain.
These concerns are exacerbated for foreign businesses, such as
ours, operating in China. Our business could be materially
harmed by any changes to the political, legal or economic
climate in China or the inability to enforce applicable Chinese
laws and regulations.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Currently, we operate manufacturing facilities
located in Shenzhen, Fuzhou and Beijing, China. As part of our
Global Realignment Program and in an effort to reduce costs, we
continue to increase the scope and extent of our manufacturing
operations in our Shenzhen facilities. <I>Accordingly, we expect
that our ability to operate successfully in China will become
increasingly important to our overall success. </I>As we
continue to consolidate our manufacturing operations, we will
incur additional costs to transfer product lines to the
facilities located in China, which could have a material adverse
impact on our operating results and financial condition.
</FONT>

<P align="left">
<I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect to
export the majority of the products manufactured at our
facilities in China.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Upon application to and approval by the relevant
government authorities, we will not be subject to certain of
China&#146;s taxes and are exempt from customs duties on
imported components or materials and exported products. We are
required to pay income taxes in China, subject to certain tax
relief. We may become subject to other taxes in China or may be
required to pay customs duties and export license fees in the
future. In the event that we are required to pay other taxes,
customs duties and export license fees in China, our results of
operations could be materially and adversely affected.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">We may incur unanticipated costs and
    liabilities, including costs under environmental laws and
    regulations.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our operations use certain substances and
generate certain wastes that are regulated or may be deemed
hazardous under environmental laws. Some of these laws impose
liability for cleanup costs and damages relating to releases of
hazardous substances into the environment. Such laws may become
more stringent in the future. In the past, costs and liabilities
arising under such laws have not been material; however, we
cannot assure you that such matters will not be material to us
in the future.
</FONT>

<P align="center"><FONT size="2">16
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
<I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business
could be adversely affected by certain unexpected catastrophic
events.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may encounter natural disasters, which could
harm our financial condition and results of operations.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our headquarters, including some of our research
and development and manufacturing facilities, are located in
California near major earthquake faults. Any damage to our
facilities in California or other locations as a result of an
earthquake, fire or any other natural disasters could disrupt
our operations and have a material adverse impact on our
business, operating results and financial condition.
</FONT>

<P align="left">
<I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business is
subject to the risks of terrorist acts and acts of
war.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Terrorist acts or acts of war may disrupt our
operations, as well as our customers&#146; operations. The
terrorist attacks on September&nbsp;11, 2001 created many
economic and political uncertainties, and intensified the global
economic downturn. Any future terrorist activities could further
weaken the global economy and create additional uncertainties,
forcing our customers to further reduce their capital spending
or cancel orders from us, which could have a material adverse
impact on our business, operating results and financial
condition.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Our business and operations would suffer in
    the event of a failure of our information technology
    infrastructure.</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We rely upon the capacity, reliability and
security of our information technology hardware and software
infrastructure and our ability to expand and update this
infrastructure in response to our changing needs. We are
constantly updating our information technology infrastructure.
Among other things, we recently unified most of our
manufacturing, accounting, sales and human resource data systems
using an Oracle platform, and we have entered into an agreement
with Oracle to provide and maintain our global ERP
infrastructure on an outsourced basis. Any failure to manage,
expand and update our information technology infrastructure or
any failure in the operation of this infrastructure could harm
our business.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Despite our implementation of security measures,
our systems are vulnerable to damages from computer viruses,
natural disasters, unauthorized access and other similar
disruptions. Any system failure, accident or security breach
could result in disruptions to our operations. To the extent
that any disruptions or security breach results in a loss or
damage to our data, or inappropriate disclosure of confidential
information, it could harm our business. In addition, we may be
required to spend additional costs and other resources to
protect us against damages caused by these disruptions or
security breaches in the future.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">If we have insufficient proprietary rights
    or if we fail to protect those we have, our business would be
    materially harmed.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">
<I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may not
obtain the intellectual property rights we require.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Others, including academic institutions, our
competitors and other large technology-based companies, hold
numerous patents in the industries in which we operate. Some of
these patents may purport to cover our products. In response, we
may seek to acquire license rights to these or other patents or
other intellectual property to the extent necessary to ensure we
possess sufficient intellectual property rights for the conduct
of our business. Unless we are able to obtain such licenses on
commercially reasonable terms, patents or other intellectual
property held by others could inhibit our development of new
products, impede the sale of some of our current products, or
substantially increase the cost to provide these products to our
customers. While in the past licenses generally have been
available to us where third-party technology was necessary or
useful for the development, production or sale of our products,
in the future licenses to third-party technology may not be
available on commercially reasonable terms, if at all.
Generally, a license, if granted, includes payments by us of
up-front fees, ongoing royalties or a combination of both. Such
royalty or other terms could have a significant adverse impact
on our operating results. We are a licensee of a number of
third-party technologies and intellectual property rights and
are required to pay royalties to these third-party licensors on
some of our telecommunications products and laser subsystems.
</FONT>

<P align="center"><FONT size="2">17
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
<I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our products may
be subject to claims that they infringe the intellectual
property rights of others.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The industry in which we operate experiences
periodic claims of patent infringement or other intellectual
property rights. We have received in the past and, from time to
time, may in the future receive notices from third parties
claiming that our products infringe upon third-party proprietary
rights. As the downturn in the communications industries
deepened and continued over the past two years, many companies
have turned to their intellectual property portfolios as an
alternative revenue source. This is particularly true of
companies which no longer compete with us. Many of these
companies have larger, more established intellectual property
portfolios than ours. Typical for a growth-oriented technology
company, at any one time we generally have various pending
claims from third parties that one or more of our products or
operations infringe or misappropriate their intellectual
property rights or that one or more of our patents are invalid.
However, as economic uncertainty continues, the level of patent
infringement disputes in which we are engaged and expect to be
engaged for the foreseeable future has increased. For example,
we have pending litigation with Litton Systems, Inc. and the
Board of Trustees of the Leland Stanford, Jr. University
involving claims for damages in connection with the alleged past
infringement by our optical amplifiers of a now expired U.S.
patent. We have also received claims and notice letters from
British Telecommunications and other companies regarding the
alleged infringement of their patents by certain of our
products. We will continue to respond to other claims in the
course of our business operations. <I>We do not believe that any
of these claims will materially harm our business or financial
condition</I>. In the past the settlement and disposition of
these disputes has not had a material adverse impact on our
business or financial condition, however this may not be the
case in the future. Further, the litigation or settlement of
these matters, regardless of the merit of the claims, could
result in significant expense to us and divert the efforts of
our technical and management personnel, whether or not we are
successful. If we are unsuccessful, we could be required to
expend significant resources to develop non-infringing
technology or to obtain licenses to the technology that is the
subject of the litigation. We may not be successful in such
development or such licenses may not be available on terms
acceptable to us, if at all. Without such a license, we could be
enjoined from future sales of the infringing product or products.
</FONT>

<P align="left">
<I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our intellectual
property rights may not be adequately protected.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our future depends in part upon our intellectual
property, including trade secrets, know-how and continuing
technological innovation. We currently hold numerous U.S.
patents on products or processes and corresponding foreign
patents and have applications for some patents currently
pending. The steps taken by us to protect our intellectual
property may not adequately prevent misappropriation or ensure
that others will not develop competitive technologies or
products. Other companies may be investigating or developing
other technologies that are similar to our own. It is possible
that patents may not be issued from any application pending or
filed by us and, if patents do issue, the claims allowed may not
be sufficiently broad to deter or prohibit others from marketing
similar products. Any patents issued to us may be challenged,
invalidated or circumvented. Further, the rights under our
patents may not provide a competitive advantage to us. In
addition, the laws of some territories in which our products are
or may be developed, manufactured or sold, including Europe,
Asia-Pacific or Latin America, may not protect our products and
intellectual property rights to the same extent as the laws of
the United States.
</FONT>

<P align="left">
<B><I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We face
certain litigation risks that could harm our
business.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have had numerous lawsuits filed against us
asserting various claims, including securities and ERISA class
actions and stockholder derivative actions. The results of
complex legal proceedings are difficult to predict. Moreover,
many of the complaints filed against us do not specify the
amount of damages that plaintiffs seek and we therefore are
unable to estimate the possible range of damages that might be
incurred should these lawsuits be resolved against us. While we
are unable to estimate the potential damages arising from such
lawsuits, certain of them assert types of claims that, if
resolved against us, could give rise to substantial damages.
Thus, an unfavorable outcome or settlement of one or more of
these lawsuits could have a material adverse effect on our
financial position, liquidity and results of operations. Even if
these lawsuits are not resolved against us, the uncertainty and
expense associated with unresolved lawsuits could seriously harm
our business, financial condition and reputation. Litigation can
be costly, time-consuming and disruptive to normal
</FONT>

<P align="center"><FONT size="2">18
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">business operations. The costs of defending these
lawsuits, particularly the securities class actions and
stockholder derivative actions, have been significant, will
continue to be costly and may not be covered by our insurance
policies. The defense of these lawsuits could also result in
continued diversion of our management&#146;s time and attention
away from business operations, which could harm our business.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">We may have difficulty obtaining director
    and officer liability insurance in acceptable amounts for
    acceptable rates.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Like most other public companies, we carry
insurance protecting our officers and directors against claims
relating to the conduct of our business. Historically, this
insurance covered, among other things, the costs incurred by
companies and their management to defend against and resolve
claims relating to management conduct and results of operations,
such as securities class action claims. These claims typically
are extremely expensive to defend against and resolve. Hence, as
is customary, we purchase and maintain insurance to cover some
of these costs. We pay significant premiums to acquire and
maintain this insurance, which is provided by third-party
insurers, and we agree to underwrite a portion of such exposures
under the terms of the insurance coverage. Over the last several
years, the premiums we have paid for this insurance have
increased substantially. One consequence of the current economic
environment and decline in stock prices has been a substantial
increase in the number of securities class actions and similar
claims brought against public corporations and their management,
including our company and certain of our current and former
officers and directors. Many, if not all, of these actions and
claims are, and will likely continue to be, at least partially
insured by third-party insurers. Consequently, insurers
providing director and officer liability insurance have in
recent periods sharply increased the premiums they charge for
this insurance, raised retentions (that is, the amount of
liability that a company is required to pay to defend and
resolve a claim before any applicable insurance is provided),
and limited the amount of insurance they will provide. Moreover,
insurers typically provide only one-year policies.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The insurance policies that may cover the current
securities lawsuits against us have a $10&nbsp;million
retention. As a result, the costs we incur in defending the
current securities lawsuits against us may not be reimbursed
until they exceed $10&nbsp;million. The policies that would
cover any future lawsuits may not provide any coverage to us and
may cover the directors and officers only in the event we are
unable to cover their costs in defending against and resolving
any future claims. In fact our current policy only covers our
directors and officers and is only applicable under
circumstances in which the Company is unable to pay or is
prohibited from paying claims accrued during the policy period.
As a result, our costs in defending or settling any future
lawsuits or paying any judgments arising therefrom could
increase significantly and could materially impair the
Company&#146;s financial condition.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Each year we negotiate with insurers to renew our
director and officer insurance. Particularly in the current
economic environment, we cannot assure you that in the future we
will be able to obtain sufficient director and officer liability
insurance coverage at acceptable rates and with acceptable
deductibles and other limitations. Failure to obtain such
insurance could materially harm our financial condition in the
event that we are required to defend against and resolve any
future or existing securities class actions or other claims made
against us or our management arising from the conduct of our
operations. Further, the inability to obtain such insurance in
adequate amounts may impair our future ability to retain and
recruit qualified officers and directors.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">Recently enacted and proposed regulatory
    changes may cause us to incur increased costs.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Recently enacted and proposed changes in the laws
and regulations affecting public companies, including the
provisions of the Sarbanes-Oxley Act of 2002, will increase our
expenses as we evaluate the implications of new rules and devote
resources to respond to the new requirements. <I>In particular,
we expect to incur additional SG&#38;A expense as we implement
Section&nbsp;404 of the Sarbanes-Oxley Act, which requires
management to report on, and our independent auditors to attest
to, our internal controls. </I>The compliance of these new rules
could also result in continued diversion of management&#146;s
time and attention, which could prove to be disruptive to normal
business operations. Further, the impact of these events could
also make it more
</FONT>

<P align="center"><FONT size="2">19
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">difficult for us to attract and retain qualified
persons to serve on our board of directors or as executive
officers, which could harm our business.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">If we fail to manage our exposure to
    worldwide financial and securities markets successfully, our
    operating results could suffer.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are exposed to financial market risks,
including changes in interest rates, foreign currency exchange
rates and marketable equity security prices. We often utilize
derivative financial instruments to mitigate these risks. We do
not use derivative financial instruments for speculative or
trading purposes. The primary objective of most of our
investment activities is to preserve principal while at the same
time maximizing yields without significantly increasing risk. To
achieve this objective, a majority of our marketable investments
are floating rate and municipal bonds, auction instruments and
money market instruments denominated in U.S. dollars. When we
acquire assets denominated in foreign currencies, we usually
mitigate currency risks associated with these exposures with
forward currency contracts. A substantial portion of our sales,
expense and capital purchasing activities are transacted in U.S.
dollars. However, some of these activities are conducted in
other currencies, primarily Canadian and European currencies. To
protect against reductions in value and the volatility of future
cash flows caused by changes in foreign exchange rates, we may
enter into foreign currency forward contracts. The contracts
reduce, but do not always entirely eliminate, the impact of
foreign currency exchange rate movements. Actual results on our
financial position may differ materially.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We also hold investments in other public and
private companies, including, among others, Nortel Networks,
Adept and ADVA, and have limited funds invested in private
venture funds. All three companies have experienced severe stock
price declines during the economic downturn, which have greatly
reduced the value of our investments, and we have written down
the value of these investments as the decline in fair value was
deemed to be other-than-temporary. During fiscal 2003, we have
written down the value of our Adept investment to $0 and
recorded impairment charges of $25.0&nbsp;million. During fiscal
2002, we recorded impairment charges of $187.3&nbsp;million
related to Nortel and $13.9 million related to ADVA. During
fiscal 2001, we recorded impairment charges of
$511.8&nbsp;million related to Nortel and $744.7&nbsp;million
related to ADVA. <I>In addition to our investments in public
companies, we have in the past and expect to continue to make
investments in privately held companies for strategic and
commercial purposes. </I>For example, we had a commitment to
provide additional funding of up to $20.6&nbsp;million to
certain venture capital investment partnerships as of
September&nbsp;30, 2003. In recent months several of the private
companies in which we held investments have ceased doing
business and have either liquidated or are in bankruptcy
proceedings. If the carrying value of our investments exceeds
the fair value and the decline in fair value is deemed to be
other-than-temporary, we will be required to write down the
value of the investments, which could materially harm our
results of operations or financial condition.
</FONT>

<P align="left">
<B><FONT size="2">Risks Related to the Notes and our
Securities</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">We significantly increased our leverage as
    a result of the sale of the Notes.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In connection with our initial issuance of the
Notes, we incurred $475 million of indebtedness, which
substantially increased our principal payment obligations and we
may not have enough cash to repay the notes when due. Our
ability to satisfy our obligations to repay amounts outstanding
under the Notes will depend on our ability to generate cash. Our
ability to generate sufficient cash flow will depend on our
ability to successfully manage our business and other factors,
including general economic, financial, competitive, legislative
and regulatory conditions, some of which are beyond our control.
By incurring new indebtedness, the related risks that we now
face could intensify. Our ability to satisfy our payment
obligations under the Notes and to satisfy any other future debt
obligations will depend upon our future operating performance
and possibly our ability to obtain additional financing. The
degree to which we are leveraged could materially and adversely
affect our ability successfully to obtain financing for working
capital, acquisitions or other purposes and could make us more
vulnerable to industry downturns and competitive pressures.
</FONT>

<P align="center"><FONT size="2">20
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">The Notes are effectively subordinated to
    all liabilities of our subsidiaries and to our secured
    debt.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">None of our subsidiaries have guaranteed our
obligations under, or have any obligation to pay any amounts due
on, the Notes. As a result, the Notes are effectively
subordinated to all liabilities of our subsidiaries. Our rights
and the rights of our creditors, including holders of the Notes,
to participate in the assets of any of our subsidiaries upon
their liquidation or recapitalization will generally be subject
to the prior claims of those subsidiaries&#146; creditors. At
September&nbsp;30, 2003, our subsidiaries had outstanding
indebtedness of approximately $6.0&nbsp;million, other than
intercompany indebtedness and trade payables.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, the Notes are not secured by any of
our assets or those of our subsidiaries. As a result, the Notes
will be effectively subordinated to any secured debt we may
incur. In any liquidation, dissolution, bankruptcy or other
similar proceeding, holders of our secured debt may assert
rights against any assets securing such debt in order to receive
full payment of their debt before those assets may be used to
pay the holders of the Notes. At September 30, 2003, we had no
secured debt outstanding.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">The Notes do not restrict our ability to
    incur additional debt or to take other actions that could
    negatively impact holders of the Notes.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are not restricted under the terms of the
Notes from incurring additional indebtedness, including secured
debt. In addition, the limited covenants applicable to the Notes
do not require us to achieve or maintain any minimum financial
results relating to our financial position or results of
operations. Our ability to recapitalize, incur additional debt
and take a number of other actions that are not limited by the
terms of the Notes could have the effect of diminishing our
ability to make payments on the Notes when due. In addition, we
are not restricted from repurchasing subordinated indebtedness
or shares of our Common Stock by the terms of the Notes.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">We may not have the ability to repurchase
    the Notes in cash if noteholders exercise their repurchase right
    on the date specified herein, upon the occurrence of a
    designated event or upon an event of default. If this were to
    occur, these noteholders could lose all or part of their
    investment.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of the Notes have the right to require us
to repurchase their Notes on November&nbsp;15, 2008 or upon the
occurrence of a designated event prior to maturity, as described
under the heading &#147;Description of Notes &#151; Repurchase
at Option of the Holder.&#148; Moreover, in the event of a
default under the indenture, such as the failure to satisfy our
payment obligations or the acceleration of any of our
then-outstanding indebtedness in excess of $50 million, the
trustee or the holders of the Notes may accelerate our
obligation to repay the principal amount of the Notes and
accrued and unpaid additional interest, if any. We may not have
sufficient funds to repurchase the Notes in cash or make the
required repayment at such time or the ability to arrange
necessary financing on acceptable terms. In addition, our
ability to repurchase the Notes in cash or make the required
repayment may be limited by law or the terms of other agreements
relating to our indebtedness outstanding at the time. As a
result, we may not be able to fulfill our obligations under the
Notes, and holders of the Notes could lose all or part of their
investment.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">The contingent conversion features of the
    Notes could result in holders of the Notes receiving less than
    the value of the Common Stock into which their Notes would
    otherwise be convertible.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Notes are convertible into shares of our
Common Stock only if specified conditions are met. If the
specific conditions for conversion are not met, holders of the
Notes will not be able to convert their Notes, and they may not
be able to receive the value of the Common Stock into which the
Notes would otherwise be convertible.
</FONT>

<P align="center"><FONT size="2">21
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">Because we may chose to deliver either cash
    in lieu of shares of our Common Stock, shares of our Common
    Stock or a combination thereof to noteholders electing to
    convert their Notes, upon a conversion election these
    noteholders will bear the risk of fluctuations in the value of
    our Common Stock and may receive less than the market value of
    our Common Stock as of the date of the conversion
    election.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">With respect to conversion elections that occur
on or before the fifth day prior to maturity (the final notice
date), we may elect to satisfy our obligation upon conversion by
cash settlement or combined cash and stock settlement. We will
notify the converting noteholders if we chose to satisfy our
obligation upon conversion by cash or combined settlement, and
these noteholders may retract their conversion notice. If the
conversion notice has not been retracted, then cash settlement
or combined settlement will occur on the business day following
the final trading day of the five trading-day period beginning
on the first trading day after the final day of the conversion
retraction period. Because the market price of our Common Stock
will be determined prior to the date of settlement, if we elect
a combined settlement or settlement in shares of our Common
Stock, note holders bear the market risk that our Common Stock
will decline in value between the date the market price is
calculated and the settlement date.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">If the shares of our Common Stock are
    delisted, the indenture requires us, but we may be unable, to
    repurchase, at the option of the noteholder, the outstanding
    Notes at face value.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If a termination of trading event occurs at any
time prior to the maturity of the Notes, noteholders may require
us to repurchase their Notes, in whole or in part, on a
repurchase date that is 30&nbsp;days after the date of our
notice of the designated event. A &#147;termination of
trading&#148; will be deemed to have occurred if our Common
Stock (or other Common Stock into which the Notes are then
convertible) is neither listed for trading on a United States
national securities exchange nor approved for trading on The
Nasdaq National Market. If our Common Stock is delisted from
Nasdaq, we may be obligated to repay to the noteholders
$475,000,000 in principal, plus amounts for accrued and unpaid
additional interest, if any. We may not have sufficient funds to
make the required repurchase in cash at such time or the ability
to arrange necessary financing on acceptable terms. If we elect
to pay the repurchase price in stock, it would be highly
dilutive to our earnings per share and consequently harm our
stock price. If such a termination of trading occurs during a
period of unexpectedly weak financial condition for the Company,
such a repurchase obligation could further weaken our financial
condition and disrupt our normal business operations and our
ability to meet our other financial obligations.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">Our reported earnings per share may be more
    volatile because of the conversion contingency features of the
    Notes.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of the Notes are entitled to convert the
Notes into shares of our Common Stock, among other
circumstances, if the Common Stock price for the periods
described in this prospectus is more than 110% of the conversion
price. Unless and until this contingency or another conversion
contingency is met, the shares of our Common Stock underlying
the Notes are not included in the calculation of our basic or
diluted earnings per share. When this contingency is met,
diluted earnings per share may, depending on the relationship
between the interest on the Notes and the earnings per share of
our Common Stock, be expected to decrease as a result of the
inclusion of the underlying shares in the diluted earnings per
share calculation. Moreover, volatility in our stock price could
cause this condition to be met in one quarter and not in a
subsequent quarter, increasing the volatility of diluted
earnings per share.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">A trading market may not develop for the
    Notes.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At the time of issuance, there was no trading
market for the Notes, and there can be no assurance as to:
(1)&nbsp;the liquidity of any market for the Notes that develop
following the issuance of the Notes; (2)&nbsp;the ability of the
holders to sell their Notes; or (3)&nbsp;the prices at which
holders of the Notes would be able to sell their Notes. If an
active trading market for the Notes develops, the Notes could
trade at prices higher or lower than their initial purchase
prices depending on many factors. If an active trading market
for the Notes does not develop, or if one develops but is not
maintained, noteholders may experience difficulty in reselling
or in their
</FONT>

<P align="center"><FONT size="2">22
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">ability to sell, the Notes and the trading price
of the Notes could fall. We do not intend to apply for listing
of the Notes on any securities exchange or for quotation on the
Nasdaq National Market.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have been informed by the initial purchasers
that they intend to make a market in the Notes, but they may
cease doing so at any time without notice. Such market-making
activities will be subject to limits imposed by the Securities
Act and the Exchange Act.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">The Notes may not be rated or may receive a
    lower rating than anticipated.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We do not intend to seek a rating on the Notes.
However, if one or more rating agencies rates the Notes and
assigns the Notes a rating lower than the rating expected by
investors, or reduces their rating in the future, the market
price of the Notes and our Common Stock would be harmed.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Our stock price has been volatile
    historically and may continue to be volatile. The price of our
    Common Stock, and therefore the price of the Notes, may
    fluctuate significantly, which may make it difficult for holders
    to resell the Notes or the shares of our Common Stock issuable
    upon conversion of the Notes when desired or at attractive
    prices.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trading price of our Common Stock has been
and may continue to be subject to wide fluctuations. During
fiscal 2003, the closing sale prices of our Common Stock on the
Nasdaq National Market ranged from $1.62 to $4.28 per share, and
the closing sale price on October&nbsp;27, 2003 was $3.58 per
share. Our stock price may fluctuate in response to a number of
events and factors, such as quarterly variations in operating
results, announcements of technological innovations or new
products by us or our competitors, changes in financial
estimates and recommendations by securities analysts, the
operating and stock price performance of other companies that
investors may deem comparable to us, and new reports relating to
trends in our markets or general economic conditions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, the stock market in general, and the
market price for companies in the telecommunications industry,
have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These
broad market and industry fluctuations may adversely affect the
price of our stock, regardless of our operating performance.
Because the Notes are convertible into shares of our Common
Stock, volatility or depressed prices of our Common Stock could
have a similar effect on the trading price of our Notes. Holders
who receive Common Stock upon conversion also will be subject to
the risk of volatility and depressed prices of our Common Stock.
In addition, the existence of the Notes may encourage short
selling in our Common Stock by market participants because the
conversion of the Notes could depress the price of our Common
Stock.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Additionally, volatility or a lack of positive
performance in our stock price may adversely affect our ability
to retain key employees, all of whom have been granted stock
options.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Resales of the Notes and the shares of our
    Common Stock under this prospectus may be limited by us under
    certain circumstances.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Although we are required to register resales of
the Notes and the shares of our Common Stock issuable upon
conversion of the Notes, the registration statement of which
this prospectus is a part may not be available to holders at all
times. We may suspend the use of this prospectus under certain
circumstances relating to pending corporate developments, public
filings with the SEC and similar events. While our ability to
suspend the use of this prospectus is limited, we will be
permitted to suspend the use of the prospectus for up to
60&nbsp;days in any 3-month period under certain circumstances,
relating to possible acquisitions, financings or other similar
transactions.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The
ability of holders of the Notes to cause us to repurchase the
Notes upon a designated event could discourage a potential
acquirer.</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Upon the occurrence of certain acquisitions,
mergers, combinations and similar transactions, as more fully
described in &#147;Description of the Notes&nbsp;&#151;
Repurchase at Option of the Holder Upon a Designated
</FONT>

<P align="center"><FONT size="2">23
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">Event,&#148; the holders of the Notes have the
right to cause us to repurchase the Notes. Potential acquirers
who otherwise would consider these types of acquisitions,
mergers, combinations, or similar transactions, may be reluctant
in doing so if they were concerned with the size of the
repurchase payments that we may have to make to the holders of
the Notes upon consummation of such a transaction. If we were to
make repurchase payments to the holders of the Notes upon the
consummation of such a transaction, our cash balances could
decrease significantly, or we, or our potential acquirer, may
have to assume additional debt to satisfy those repurchase
obligations. If either of these scenarios would be viewed
negatively by potential acquirers, these repurchase obligations
would have the effect of deterring such acquisition transactions
with such potential acquirers.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Sales of a significant number of shares of
    our Common Stock in the public market, or the perception of such
    sales, could reduce our share price and impair our ability to
    raise funds in new securities offerings.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Sales of substantial amounts of shares of our
Common Stock in the public market after our initial issuance of
the Notes, or the perception that those sales may occur, could
cause the market price of our Common Stock to decline. Because
the Notes are convertible into Common Stock only at a conversion
price in excess of the recent trading price, such a decline in
our Common Stock price may cause the value of the Notes to
decline.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">The large number of shares of our Common
    Stock eligible for future sale upon conversion of the Notes
    could depress our stock price.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If all of the Notes are converted at the
conversion rate of 202.4291 shares of Common Stock per $1,000 in
principal amount of Notes, approximately 96,153,846 shares of
our Common Stock would be issuable. Our stock price could be
depressed significantly if the holders of the Notes decide to
convert their Notes and sell the Common Stock issued upon
conversion of the Notes or are perceived by the market as
intending to sell them, notwithstanding our ability to elect to
settle any conversion notices in cash. These sales also might
make it more difficult for us to sell equity securities in the
future at a time and at a price that we deem appropriate.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Our rights plans and our ability to issue
    additional preferred stock could harm the rights of our
    stockholders.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In February 2003, we amended and restated our
Stockholder Rights Agreement and currently each share of our
outstanding Common Stock is associated with one right. Each
right entitles stockholders to purchase 1/100,000 share of our
Series&nbsp;B Preferred Stock at an exercise price of $21.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The rights only become exercisable in certain
limited circumstances following the tenth day after a person or
group announces acquisition of or tender offers for 15% or more
of our Common Stock. For a limited period of time following the
announcement of any such acquisition or offer, the rights are
redeemable by us at a price of $0.01 per right. If the rights
are not redeemed, each right will then entitle the holder to
purchase Common Stock having the value of twice the then-current
exercise price. For a limited period of time after the
exercisability of the rights, each right, at the discretion of
our Board of Directors, may be exchanged for either 1/100,000
share of Series&nbsp;B Preferred Stock or one share of Common
Stock per right. The rights expire on June&nbsp;22, 2013.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our Board of Directors has the authority to issue
up to 499,999 shares of undesignated preferred stock and to
determine the powers, preferences and rights and the
qualifications, limitations or restrictions granted to or
imposed upon any wholly unissued shares of undesignated
preferred stock and to fix the number of shares constituting any
series and the designation of such series, without the consent
of our stockholders. The preferred stock could be issued with
voting, liquidation, dividend and other rights superior to those
of the holders of Common Stock.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The issuance of Series&nbsp;B Preferred Stock or
any preferred stock subsequently issued by our Board of
Directors, under some circumstances, could have the effect of
delaying, deferring or preventing a change in control.
</FONT>

<P align="center"><FONT size="2">24
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Some provisions contained in the rights plan, and
in the equivalent rights plan that our subsidiary JDS Uniphase
Canada Ltd. has adopted with respect to our exchangeable shares,
may have the effect of discouraging a third party from making an
acquisition proposal for us and may thereby inhibit a change in
control. For example, such provisions may deter tender offers
for shares of Common Stock or exchangeable shares, which offers
may be attractive to stockholders, or deter purchases of large
blocks of Common Stock or exchangeable shares, thereby limiting
the opportunity for stockholders to receive a premium for their
shares of Common Stock or exchangeable shares over the
then-prevailing market prices.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Some anti-takeover provisions contained in
    our charter and under Delaware laws could hinder a takeover
    attempt.</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are subject to the provisions of
Section&nbsp;203 of the Delaware General Corporation Law
prohibiting, under some circumstances, publicly-held Delaware
corporations from engaging in business combinations with some
stockholders for a specified period of time without the approval
of the holders of substantially all of our outstanding voting
stock. Such provisions could delay or impede the removal of
incumbent directors and could make more difficult a merger,
tender offer or proxy contest involving us, even if such events
could be beneficial, in the short-term, to the interests of the
stockholders. In addition, such provisions could limit the price
that some investors might be willing to pay in the future for
shares of our Common Stock. Our certificate of incorporation and
bylaws contain provisions relating to the limitations of
liability and indemnification of our directors and officers,
dividing our board of directors into three classes of directors
serving three-year terms and providing that our stockholders can
take action only at a duly called annual or special meeting of
stockholders. These provisions also may have the effect of
deterring hostile takeovers or delaying changes in control or
management of us.
</FONT>

<!-- link1 "RATIO OF EARNINGS TO FIXED CHARGES" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="center">
<B><FONT size="2">RATIO OF EARNINGS TO FIXED CHARGES</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The ratio of earnings to fixed charges is
computed by dividing fixed charges into net earnings
(loss)&nbsp;before income tax provision (benefit), minority
interest (benefit)&nbsp;and cumulative effect of change in
accounting principle plus fixed charges. Fixed charges consist
of interest expense and that portion of rent expense deemed to
represent interest. The deficiencies of net earnings to cover
fixed charges for the years ended June&nbsp;30, 2003, 2002,
2001, 2000, 1999 and the three month period ended
September&nbsp;30, 2003 were $(920,293), $(8,501,090),
$(56,493,762), $(829,811), $(149,589) and $(38,032),
respectively (in thousands).
</FONT>

<P align="center"><FONT size="2">25
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="center">
<B><FONT size="2">USE OF PROCEEDS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will not receive any proceeds from the resale
of the Notes or the shares of Common Stock issuable upon
conversion of the Notes by the selling securityholders but we
have agreed to pay certain registration expenses.
</FONT>

<!-- link1 "SELLING SECURITYHOLDERS" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="center">
<B><FONT size="2">SELLING SECURITYHOLDERS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We originally issued the Notes on
October&nbsp;31, 2003 to the initial purchasers in a transaction
exempt from the registration requirements of the Securities Act.
The initial purchasers resold the Notes to persons believed by
the initial purchaser to be &#147;qualified institutional
buyers&#148; under Rule&nbsp;144A under the Securities Act in
transactions exempt from the registration requirements of the
Securities Act. The selling securityholders (which term includes
their transferees, pledges, donees or successors) may from time
to time offer and sell pursuant to this prospectus any and all
of the Notes and the shares of Common Stock issuable upon
conversion of the Notes.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any or all of the Notes or Common Stock issuable
upon conversion of the Notes may be offered for sale pursuant to
this prospectus by the selling securityholders from time to
time. Accordingly, no estimate can be given as to the amount of
Notes or Common Stock that will be held by the selling
securityholders upon consummation of any such sales. The table
below assumes that all selling securityholders will sell all of
their Notes or Common Stock, unless otherwise indicated. The
selling securityholders identified below may have sold,
transferred or otherwise disposed of all or a portion of their
Notes or Common Stock since the date on which they provided the
information regarding their Notes and Common Stock in
transactions exempt from the registration requirements of the
Securities Act. No selling securityholder may make any offer or
sale under this prospectus unless that selling securityholder is
listed in the table below. The names of each selling
securityholder, the principal amount of Notes that may be
offered by such selling securityholder pursuant to this
prospectus and the number of shares of Common Stock into which
such Notes are convertible will be set forth in a prospectus
supplement, if required. Unless described in the prospectus
supplement, none of the selling securityholders has had a
material relationship with us or any of our predecessors or
affiliates within the past three years.
</FONT>

<P align="center"><FONT size="2">26
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table sets forth information as of
November&nbsp;13, 2003 regarding the offer and sale of the Notes
and the shares of our Common Stock issuable upon conversion of
the Notes and is based on information provided to us by the
selling securityholders. Beneficial ownership is determined in
accordance with Rule&nbsp;13d-3 of the Securities Exchange Act.
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="44%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Aggregate</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number of</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Principal</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares of</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Amount of</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Percentage</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Common</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Common Stock</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Notes at</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">of Notes</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Stock</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Registered</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Maturity That</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Outstanding</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Beneficially</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Hereby That</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Name and Address of</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May Be</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Prior to</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Owned Prior</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May Be</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Beneficial Owner</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Sold(1)</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Resale</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">to Conversion</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Sold(2)</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Argent Classic Convertible Arbitrage Fund
    (Bermuda) Ltd.
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,200,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.31</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,255,060</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,255,060</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Bear, Stearns&nbsp;&#38; Co. Inc.(4)&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,500,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">506,072</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">506,072</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Context Convertible Arbitrage Fund, LP
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">900,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">182,186</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">182,186</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Context Convertible Arbitrage Offshore,
    Ltd.&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,100,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">425,101</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">425,101</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">DKR Saturn Event Driven Holding Fund
    Ltd.&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,500,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.58</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,518,218</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,518,218</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">DKR Saturn Special Situations Holding Fund Ltd
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,500,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.58</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,518,218</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,518,218</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">JMG Capital Partners, L.P.&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,500,00</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.16</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,113,360</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,113,360</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">National Bank of Canada
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">500,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">101,214</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">101,214</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">White River Securities L.L.C.(4)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,500,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">506,072</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">506,072</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">All other holders of Notes or future transferees,
    pledges, donees or successors of any such holders(3)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Total
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">475,000,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">100.00</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">96,153,846</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="1%"></TD>
    <TD width="2%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">*&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Less than 1%
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(1)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Assumes none of the holder&#146;s Notes are
    converted into shares of Common Stock and a cash payment in lieu
    of any fractional share interests. Assumes offer and sale of all
    Notes held by the selling securityholder, although the selling
    securityholder is not obligated to sell any Notes.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(2)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Assumes conversion of all of the holder&#146;s
    Notes at a conversion price of $4.94. However, this conversion
    price will be subject to satisfaction of certain conditions and
    adjustment as described under &#147;Description of the
    Notes&nbsp;&#151; Conversion Rights.&#148; As a result, the
    amount of Common Stock issuable upon conversion of the Notes may
    increase or decrease in the future. Assumes offer and sale of
    all shares of Common Stock issuable upon conversion of the Notes
    held by the securityholder, although the selling securityholder
    is not obligated to sell any shares of Common Stock. Also
    assumes that after the sale of all shares of Common Stock
    issuable upon conversion of the Notes held by a selling
    securityholder, no selling securityholder will own 1% or more of
    our outstanding Common Stock.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(3)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Information about other selling securityholders
    will be set forth in prospectus supplements, if required.
    Assumes that any other holders of Notes, or any future
    transferees, pledgees, donees or successors of or from any such
    other holders of Notes, do not beneficially own any Common Stock
    other than the Common Stock issuable upon conversion of the
    Notes at the initial conversion rate.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(4)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">This selling securityholder has identified itself
    as a registered broker-dealer and, accordingly, an underwriter.
    Please see &#147;Plan of Distribution&#148; for required
    disclosure regarding these selling securityholders.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The selling securityholders listed above may have
sold or transferred, in transactions exempt from the
registration requirements of the Securities Act, some or all of
their Notes since the date on which the information is presented
in the above table. Information concerning other selling
securityholders will be set forth in prospectus supplements from
time to time, if required. Information about the selling
securityholders may change over time. Any changed information
will be set forth in prospectus supplements if and when
necessary.
</FONT>

<P align="center"><FONT size="2">27
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B><FONT size="2">VOTING/INVESTMENT CONTROL TABLE</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="43%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="54%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Selling Securityholder</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Natural Person or Persons with Voting or Dispositive Power</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Argent Classic Convertible Arbitrage Fund
    (Bermuda) Ltd.&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Henry Cox and Thomas Marshall
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Bear, Stearns &#38;&nbsp;Co. Inc.&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">David Liebowitz and Yan Erlikh
    </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Context Convertible Arbitrage Fund, LP
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">William Fertig and Michael Rosen
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Context Convertible Arbitrage Offshore,
    Ltd.&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">William Fertig and Michael Rosen
    </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">DKR Saturn Event Driven Holding Fund Ltd
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">*
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">DKR Saturn Special Situations Holding Fund Ltd
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">*
    </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">JMG Capital Partners, L.P.&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Jonathan M. Glasser
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">National Bank of Canada
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">William Fertig and Michael Rosen
    </FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">White River Securities L.L.C.&nbsp;</FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">David Liebowitz and Yan Erlikh
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="2%"></TD>
    <TD width="98%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">*&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The securityholder has informed us that there is
    no natural person with voting or investment power over the
    respective Notes.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Generally, only selling securityholders
identified in the foregoing Selling Securityholders Table who
beneficially own the securities set forth opposite their
respective names may sell offered securities under the
registration statement of which this prospectus is a part. We
may from time to time include additional selling securityholders
in an amendment to the registration statement of which this
prospectus is a part, or a supplement to this prospectus.
</FONT>

<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="center">
<B><FONT size="2">PLAN OF DISTRIBUTION</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This prospectus relates to the resale from time
to time by the selling securityholders of Notes of an aggregate
amount of $475,000,000 and Common Stock issuable upon conversion
of the Notes. The Notes were issued and sold on October&nbsp;31,
2003 in transactions exempt from the registration requirements
of the Securities Act. The Notes and the Common Stock issuable
upon conversion of the Notes are being registered to permit
public secondary trading of these securities by the holders
thereof from time to time after the date of this prospectus. We
have agreed, among other things, to bear all expenses (other
than underwriting discounts and selling commissions) in
connection with the registration and sale of the Notes and the
Common Stock issuable upon conversion of the Notes covered by
this prospectus. We have registered the Notes and the Common
Stock issuable upon conversion of the Notes pursuant to the
terms of a registration rights agreement, but registration of
these securities does not necessarily mean that any of the
securities will be offered and sold by the selling
securityholders.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will not receive any of the proceeds from
resales of the Notes or the Common Stock issuable upon
conversion of the Notes by the selling securityholders. The
selling securityholders may sell all or a portion of the Notes
and Common Stock issuable upon conversion of the Notes
beneficially owned by them and offered hereby from time to time
on any exchange on which the securities are listed or quotation
service upon which such securities are quoted on terms to be
determined at the times of such sales. The selling
securityholders may also make private sales directly or through
a broker or brokers, in the over-the-counter market, otherwise
than on such exchanges or services in the over-the-counter
market; through the writing of options, whether the options are
listed on an options exchange or otherwise, or through the
settlement of short sales. Alternatively, any of the selling
securityholders may from time to time offer the Notes or the
Common Stock beneficially owned by them through underwriters,
dealers or agents, who may receive compensation in the form of
underwriting discounts, commissions or concessions from the
selling securityholders and the purchasers of the Notes and the
Common Stock for whom they may act as agent. The aggregate
proceeds to the selling securityholders from the sale of the
Notes or Common Stock offering by them hereby will be the
purchase price of such Notes or Common Stock less discounts and
commissions, if any.
</FONT>

<P align="center"><FONT size="2">28
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Notes and Common Stock may be sold from time
to time in one or more transactions at fixed offering prices,
which may be changed, at prevailing market prices at the time of
sale, at prices related to the prevailing market prices, or at
varying prices determined at the time of sale or at negotiated
prices. These prices will be determined by the holders of such
securities or by agreement between these holders and
underwriters or dealers who may receive fees or commissions in
connection therewith. These transactions may include block
transactions or crosses. Crosses are transactions in which the
same broker acts as an agent on both sides of the trade.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In connection with sales of the Notes and the
underlying Common Stock or otherwise, the selling
securityholders may enter into hedging transactions with
broker-dealers. These broker-dealers may in turn engage in short
sales of the Notes and the underlying Common Stock in the course
of hedging their positions. The selling securityholders may also
sell the Notes and underlying Common Stock short and deliver
Notes and the underlying Common Stock to close out short
positions, or loan or pledge Notes and the underlying Common
Stock to broker-dealers that in turn may sell the Notes and the
underlying Common Stock. However, if the Notes or shares of
Common Stock are to be delivered by the selling
securityholder&#146;s successors in interest, unless permitted
by law, we must distribute a prospectus supplement and/or file
an amendment to the registration statement, of which this
prospectus is a part, under Rule&nbsp;424(b)(3) or other
applicable provision of the Securities Act amending the list of
selling securityholders to include the successors in interest as
selling securityholders under this prospectus. Each selling
securityholder may not satisfy its obligations in connection
with short sale or hedging transactions entered into before the
effective date of the registration statement, of which this
prospectus is a part, by delivering securities registered under
such registration statement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The selling securityholders or their successors
in interest may from time to time pledge or grant a security
interest in some or all of the Notes or shares of Common Stock
and, if the selling securityholders default in the performance
of their secured obligation, the pledgees or secured parties may
offer and sell the Notes or shares of Common Stock from time to
time under this prospectus; however, in the event of a pledge or
the default on the performance of a secured obligation by the
selling securityholders, in order for the Notes or shares of
Common Stock to be sold under cover of the registration
statement, of which this prospectus is a part, unless permitted
by law, we must distribute a prospectus supplement and/or an
amendment to the registration statement, of which this
prospectus is a part, under Rule&nbsp;424(b)(3) or other
applicable provision of the Securities Act amending the list of
selling securityholders to include the pledge, transferee,
secured party or other successors in interest as selling
securityholders under this prospectus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">To our knowledge, there are currently no plans,
arrangements or understandings between any selling
securityholders and any underwriter, broker-dealer or agent
regarding the sale of the Notes and the underlying Common Stock
by the selling securityholders. Selling securityholders may not
sell any or all of the Notes and the underlying Common Stock
offered by them pursuant to this prospectus. In addition, we
cannot assure you that any such selling securityholder will not
transfer, devise or gift the Notes and the underlying Common
Stock by other means not described in this prospectus. In
addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule&nbsp;144 or Rule&nbsp;144A of
the Securities Act may be sold under Rule&nbsp;144 or
Rule&nbsp;144A rather than pursuant to this prospectus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our outstanding Common Stock is listed for
trading on the Nasdaq National Market. We do not intend to list
the Notes for trading on any national securities exchange or on
the Nasdaq National Market. The Notes are eligible for trading
in the PORTAL Market. The initial purchasers have advised us
that they intend to make a market in the Notes as permitted by
applicable laws and regulations but are not obligated, however,
to make a market in the notes and any such market making may be
discontinued at any time at the sole discretion of the initial
purchasers. Accordingly, we cannot assure you that any trading
market for the Notes will develop.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The selling securityholders and any broker and
any broker-dealers, agents or underwriters that participate with
the selling securityholders in the distribution of the Notes or
the Common Stock may be deemed to be &#147;underwriters&#148;
within the meaning of the Securities Act, in which event any
commission received by such broker-dealers, agents or
underwriters, and any profit on the resale of the Notes or the
Common Stock
</FONT>

<P align="center"><FONT size="2">29
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">purchased by them, may be deemed to be
underwriting commissions or discounts under the Securities Act.
Selling securityholders who are deemed to be
&#147;underwriters&#148; within the meaning of
Section&nbsp;2(11) of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act. To the
extent the selling securityholders may be deemed to be
&#147;underwriters,&#148; they may be subject to statutory
liabilities, including, but not limited to, Sections&nbsp;11, 12
and 17 of the Securities Act.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, in connection with any resales of
Notes, any broker-dealer who acquired the Notes for its own
account as a result of market-making activities or other trading
activities must deliver a prospectus meeting the requirements of
the Securities Act. Broker-dealers may fulfill their prospectus
delivery requirements with respect to the Notes (other than a
resale of an unsold allotment from the original sale of the
outstanding Notes) with this prospectus. In addition, all
securityholders effecting transactions in the Notes may be
required to deliver a prospectus and any and all supplements or
amendments thereto.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the registration rights agreement
that has been filed as an exhibit to the registration statement
of which this prospectus is a part, we have agreed to indemnify
each selling securityholder, and each selling securityholder has
agreed to indemnify us and each other selling securityholder
against certain liabilities arising under the Securities Act.
The selling securityholders may indemnify any broker-dealer that
participates in transactions involving the sale of the Notes or
shares of Common Stock against certain liabilities, including
liabilities arising under the Securities Act, as amended.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In order to comply with the securities laws of
some states, if applicable, the Notes and the Common Stock
issuable upon conversion of the Notes may be sold in these
jurisdictions only through registered or licensed brokers or
dealers. In addition, in some states the Notes and Common Stock
issuable upon conversion of the Notes may not be sold unless
they have been registered or qualified for sale or an exemption
from registration or qualification requirements is available and
is complied with.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The selling securityholders and any other persons
participating in such distribution will be subject to the
Exchange Act. The Exchange Act rules include, without
limitation, Regulation&nbsp;M, which may limit the timing of
purchases and sales of the Notes and the underlying Common Stock
by the selling securityholders and any other such person. In
addition, Regulation&nbsp;M of the Exchange Act may restrict the
ability of any person engaged in the distribution of the Notes
and the underlying Common Stock to engage in market-making
activities with respect to the particular Notes and the
underlying Common Stock being distributed for a period of up to
five business days prior to the commencement of such
distribution. This may affect the marketability of the Notes and
the underlying Common Stock and the ability of any person or
entity to engage in market-making activities with respect to the
Notes and the underlying Common Stock.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will use commercially reasonable efforts to
maintain the effectiveness of the shelf registration statement
until the earliest of:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">all securities covered by the shelf registration
    statement have been sold pursuant to the shelf registration
    statement or Rule&nbsp;144;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the expiration of the applicable holding period
    with respect to the Notes and the underlying Common Stock under
    Rule&nbsp;144(k) under the Securities Act or any successor
    provision; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the Notes and the underlying Common Stock have
    ceased to be outstanding (whether as result of repurchase and
    cancellation, conversion or otherwise).
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">30
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "DESCRIPTION OF NOTES" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center">
<B><FONT size="2">DESCRIPTION OF NOTES</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We issued the Notes under an indenture, dated as
of October&nbsp;31, 2003, between us and The Bank of New York,
as trustee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following description is a summary of the
material provisions of the Notes, the indenture and the
registration rights agreement. It does not purport to be
complete. We urge you to read the indenture because the
indenture, and not this description, defines your rights as a
holder of the Notes. You should refer to all the provisions of
the indenture and the registration rights agreement, including
the definitions of certain terms used in the those agreements.
The terms of the Notes include those stated in the indenture and
those made part of the indenture by reference to the Trust
Indenture Act of 1939, as amended. The indenture including the
form of Note contained therein, and the registration rights
agreement referred to below, are specifically incorporated
herein by reference. Copies of these documents are available to
you as set forth under &#147;Where You Can Find More
Information.&#148;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As used in this &#147;Description of Notes&#148;
section, references to &#147;we,&#148; &#147;our&#148; or
&#147;us&#148; refer solely to JDS Uniphase Corporation and not
to our subsidiaries.
</FONT>

<P align="left">
<B><FONT size="2">General</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Notes are our senior unsecured debt and rank
on parity with all of our other existing and future senior
unsecured debt and prior to all of our subordinated debt. The
Notes are convertible into Common Stock, as described more fully
under &#147;Conversion of Notes&#148; below.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Notes are limited to $475,000,000 aggregate
principal amount. The Notes are issued only in denominations of
$1,000 and multiples of $1,000. The Notes mature on
November&nbsp;15, 2010, unless earlier converted or repurchased.
We will not pay interest on the Notes unless specified defaults
under the registration rights agreement occur, nor does the
principal amount of the Notes accrete. We may, without the
consent of the holders, issue additional Notes under the
indenture with the same terms and with the same CUSIP numbers as
the Notes offered hereby in an unlimited aggregate principal
amount, provided that such additional Notes must be part of the
same issue as the Notes offered hereby for U.S. federal income
tax purposes. We may also from time to time repurchase Notes in
open market purchases or negotiated transactions without prior
notice to holders.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Neither we nor any of our subsidiaries are
subject to any financial covenants under the indenture. In
addition, neither we nor any of our subsidiaries are restricted
under the indenture from paying dividends, incurring debt, or
issuing or repurchasing our securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The holders of the Notes are not afforded
protection under the indenture in the event of a highly
leveraged transaction or a change in control of us except to the
extent described under &#147;Repurchase at Option of the Holder
Upon a Designated Event&#148; below.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We maintain an office in the City of New York
where the Notes may be presented for registration, transfer,
exchange, repurchase or conversion. This office is initially an
office or agency of the trustee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Except under limited circumstances described
below, the Notes are issued only in fully registered book-entry
form and are represented by one or more global Notes. There is
no service charge for registration of transfer or exchange
Notes. We may, however, require holders to pay a sum to cover
any tax or other governmental charge payable in connection with
certain transfers or exchanges.
</FONT>

<P align="left">
<B><FONT size="2">Conversion of Notes</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of the Notes may convert any Notes or
portions of the Notes, in whole or in part, into Common Stock
prior to the close of business on the final maturity date of the
Notes, subject to prior repurchase of the Notes, only under the
following circumstances:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">upon satisfaction of a market price condition;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">upon satisfaction of a trading price condition;
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">31
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">upon notice of redemption; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">upon specified corporate transactions.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The number of shares of Common Stock holders of
Notes will receive upon conversion of their Notes will be
determined by multiplying the number of $1,000 principal amount
of Notes that are converted by the conversion rate on the date
of conversion. A holder of a Note may convert the Notes in part
so long as such part is $1,000 principal amount or an integral
multiple of $1,000.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we call Notes for redemption, a holder of
Notes may convert the Notes only until the close of business on
the business day immediately preceding the redemption date
unless we fail to pay the redemption price. If a holder of Notes
has submitted the Notes for repurchase upon a designated event,
a holder of Notes may convert the Notes only if that holder
withdraws the repurchase election made by that holder.
Similarly, if a holder of Notes exercises the option to require
us to repurchase those Notes other than upon a designated event,
those Notes may be converted only if that holder withdraws its
election to exercise the option in accordance with the terms of
the indenture.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Conversion Upon Satisfaction of Market
    Price Condition</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder of Notes may surrender its Notes for
conversion into our Common Stock prior to close of business on
the maturity date during any fiscal quarter commencing after
December&nbsp;31, 2003 if the closing sale price of our Common
Stock exceeds 110% of the conversion price for at least 20
trading days in the 30 consecutive trading days ending on the
last trading day of the preceding fiscal quarter. A holder of
Notes may also surrender its Notes for conversion into our
Common Stock if the closing sale price of our Common Stock
exceeds 110% of the conversion price on any date after
November&nbsp;15, 2008 and at all times thereafter.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The closing sale price of our Common Stock on any
date means 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 in
composite transactions for the principal United States
securities exchange on which our Common Stock is traded or, if
our Common Stock is not listed on a United States national or
regional securities exchange, as reported by the Nasdaq System
or by the National Quotation Bureau Incorporated.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The conversion price as of any day will equal
$1,000 divided by the number of shares of Common Stock issuable
upon a conversion of a Note.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Conversion Upon Satisfaction of Trading
    Price Condition</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder of Notes may surrender its Notes for
conversion into our Common Stock prior to maturity during the
five business day period after any five consecutive trading day
period in which the &#147;trading price&#148; per $1,000
principal amount of Notes, as determined following a request by
a holder of Notes in accordance with the procedures described
below, for each day of that period was less than 98% of the
product of the closing sale price of our Common Stock and the
conversion rate (the &#147;98% Trading Exception&#148;);
provided that, if on the date of any conversion pursuant to the
98% Trading Exception the closing sale price of our Common Stock
is greater than the conversion price, then a holder of Notes
will receive, in lieu of Common Stock based on the conversion
rate, cash or Common Stock or a combination of cash and Common
Stock, at our option, with a value equal to the principal amount
of such Notes (a &#147;Principal Value Conversion&#148;). If a
holder of Notes surrenders its Notes for conversion and it is a
Principal Value Conversion, we will notify that holder by the
second trading day following the date of conversion whether we
will pay that holder all or a portion of the principal amount in
cash, Common Stock or a combination of cash and Common Stock,
and in what percentage. Any Common Stock delivered upon a
Principal Value Conversion will be valued at the greater of the
conversion price on the conversion date and the applicable stock
price (as defined below) as of the conversion date. We will pay
the holder of Notes any portion of the principal amount to be
paid in cash and deliver Common Stock with respect to any
portion of the principal amount to be paid in Common Stock, no
later than the third business day following the determination of
the applicable stock price. The &#147;applicable stock
price&#148; means, in respect of a date of determination, the
average of the closing sales price per share of
</FONT>

<P align="center"><FONT size="2">32
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">Common Stock over the five-trading day period
starting the third trading day following such date of
determination.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The &#147;trading price&#148; of the Notes on any
date of determination means the average of the secondary market
bid quotations obtained by the trustee for $10,000,000 principal
amount of the Notes at approximately 3:30&nbsp;p.m., New York
City time, on such determination date from three independent
nationally recognized securities dealers we select; <I>provided
</I>that, if three such bids cannot reasonably be obtained by
the trustee but two such bids are obtained, then the average of
the two bids shall be used, and if only one such bid can
reasonably be obtained by the trustee, that one bid shall be
used. If the trustee cannot reasonably obtain at least one bid
for $10,000,000 principal amount of the Notes from a nationally
recognized securities dealer, then the trading price per $1,000
principal amount of Notes will be deemed to be less than 98% of
the product of the closing sale price of our Common Stock and
the number of shares issuable upon conversion of $1,000
principal amount of the Notes.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In connection with any conversion upon
satisfaction of the above trading price condition, the trustee
shall have no obligation to determine the trading price of the
Notes unless we have requested such determination; and we shall
have no obligation to make such request unless the holder of the
Notes provides us with reasonable evidence that the trading
price per $1,000 principal amount of Notes would be less than
98% of the product of the closing sale price of our Common Stock
and the number of shares of Common Stock issuable upon
conversion of $1,000 principal amount of the Notes. At such
time, we shall instruct the trustee to determine the trading
price of the Notes beginning on the next trading day and on each
successive trading day until the trading price per $1,000
principal amount of Notes is greater than or equal to 98% of the
product of the closing sale price of our Common Stock and the
number of shares issuable upon conversion of $1,000 principal
amount of the Notes.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Conversion Upon Notice of
    Redemption</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we call the Notes for redemption, a holder of
Notes may convert the Notes until the close of business on the
business day immediately preceding the redemption date, after
which time that holder&#146;s right to convert will expire
unless we default in the payment of the redemption price.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Conversion Upon Specified Corporate
    Transactions</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we elect to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">distribute to all holders of our Common Stock
    certain rights entitling them to purchase, for a period expiring
    within 45&nbsp;days, our Common Stock at less than the current
    market price (measured by averaging the closing prices for the
    10 preceding trading days); or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">distribute to all holders of our Common Stock,
    assets, debt securities or certain rights to purchase our
    securities, which distribution has a per share value exceeding
    5% of the closing sale price of our Common Stock on the day
    preceding the declaration date for such distribution;
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">we must notify each holder of Notes at least
20&nbsp;days prior to the ex-dividend date for such
distribution. Once we have given such notice, a holder of Notes
may surrender its Notes for conversion at any time until the
earlier of close of business on the business day prior to the
ex-dividend date or any announcement by us that such
distribution will not take place. No adjustment to a holder of
Notes&#146; ability to convert will be made if that holder will
otherwise participate in the distribution without conversion.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, if we are a party to a
consolidation, merger, binding share exchange or sale of all or
substantially all of our assets, in each case pursuant to which
our Common Stock would be converted into cash, securities or
other property, a holder of Notes may surrender its Notes for
conversion at any time from and after the date which is
15&nbsp;days prior to the anticipated effective date of the
transaction until and including the date which is 15&nbsp;days
after the actual date of such transaction. If we are a party to
a consolidation, merger, binding share exchange or sale of all
or substantially all of our assets, in each case pursuant to
which our Common Stock is converted into cash, securities, or
other property, then at the effective time of the transaction, a
holder of Notes&#146; right to convert a Note into our Common
Stock will be changed into a right to
</FONT>

<P align="center"><FONT size="2">33
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">convert it into the kind and amount of cash,
securities and other property which holders of the Notes would
have received if those holders had converted their Notes
immediately prior to the transaction. If the transaction also
constitutes a designated event, a holder of Notes can require us
to repurchase all or a portion of their Notes as described under
&#147;Repurchase At Option of the Holder Upon a Designated
Event.&#148;
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Conversion Procedures</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The initial conversion rate for the Notes is
202.4291&nbsp;shares of Common Stock per $1,000 principal amount
of Notes, subject to adjustment as described below. We will not
issue fractional shares of Common Stock upon conversion of
Notes. Instead, we will pay cash, in lieu of fractional shares,
equal to the closing price of the Common Stock on the trading
day prior to the conversion date. Consequently, our delivery to
a holder of Notes of the fixed number of shares of our Common
Stock into which the Notes are convertible, together with the
cash payment, if any, in lieu of a fractional share of our
Common Stock, will be deemed to satisfy our obligation to pay
the principal amount of the Notes.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">To convert the Notes into Common Stock a holder
of Notes must:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">complete and manually sign the conversion notice
    on the back of the Note or facsimile of the conversion notice
    and deliver this notice to the conversion agent;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">surrender the Note to the conversion agent;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">if required, furnish appropriate endorsements and
    transfer documents; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">if required, pay all transfer or similar taxes.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The date a holder of Notes complies with these
requirements is the conversion date under the indenture.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will adjust the conversion rate if any of the
following events occurs:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(1)&nbsp;we issue Common Stock as a dividend or
    distribution on our Common Stock;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(2)&nbsp;we issue to all holders of Common Stock
    certain rights or warrants to purchase our Common Stock at less
    than the sale price of our Common Stock on the business day
    immediately preceding the time of announcement of such issuance,
    which rights or warrants are exercisable for not more than
    60&nbsp;days;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(3)&nbsp;we subdivide or combine our Common Stock;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(4)&nbsp;we distribute to all holders of our
    Common Stock, shares of our capital stock, evidences of
    indebtedness or assets, including cash or securities but
    excluding:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="1%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">rights or warrants specified above; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">dividends or distributions specified above.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">If we distribute capital stock of, or similar
    equity interests in, a subsidiary or other business unit of
    ours, the conversion rate will be adjusted based on the market
    value of the securities so distributed relative to the market
    value of our Common Stock, in each case based on the average
    closing sales prices of those securities for the 10 trading days
    commencing on and including the fifth trading day after the date
    on which &#147;ex-dividend trading&#148; commences for such
    distribution on The Nasdaq National Market or such other
    national or regional exchange or market on which the securities
    are then listed or quoted.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">If we distribute cash, then the conversion rate
    shall be increased so that it equals the rate determined by
    multiplying the conversion rate in effect on the record date
    with respect to the cash distribution by a fraction, the
    numerator of which shall be the current market price of a share
    of our Common Stock on the record date, and the denominator of
    which shall be the current market price of a share on the record
    date less the amount of the distribution per share.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">&#147;Current market price&#148; means the
    average of the daily closing sale prices per share of Common
    Stock for the ten consecutive trading days ending on the earlier
    of the date of determination and the day
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">34
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">before the &#147;ex&#148; date with respect to
    the distribution requiring such computation. As used in the
    definition of current market price, the term &#147;ex&#148;
    date, when used with respect to any distribution, means the
    first date on which the Common Stock trades, regular way, on the
    relevant exchange or in the relevant market from which the
    closing sale price was obtained without the right to receive
    such distribution; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(5)&nbsp;we or one of our subsidiaries makes a
    payment in respect of a tender offer or exchange offer for our
    Common Stock to the extent that the cash and value of any other
    consideration included in the payment per share of our Common
    Stock exceeds the current market price per share of our Common
    Stock on the trading day next succeeding the last date on which
    tenders or exchanges may be made pursuant to such tender or
    exchange offer.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will not make any adjustment if holders of
Notes may participate in the transactions described above.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">To the extent that we have a rights plan in
effect upon conversion of the Notes into Common Stock, a holder
of Notes will receive, in addition to the Common Stock, the
rights under the rights plan unless the rights have separated
from the Common Stock at the time of conversion, in which case
the conversion rate will be adjusted as if we distributed to all
holders of our Common Stock, shares of our capital stock,
evidences of indebtedness or assets as described above, subject
to readjustment in the event of the expiration, termination or
redemption of such rights.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the event of:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">any reclassification of our Common Stock;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a consolidation, merger or combination involving
    us; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a sale or conveyance to another person or entity
    of all or substantially all of our property and assets;
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">in which holders of our Common Stock would be
entitled to receive stock, other securities, other property,
assets or cash for their Common Stock, upon conversion of the
Notes a holder thereof will be entitled to receive the same type
of consideration which it would have been entitled to receive if
it had converted the Notes into our Common Stock immediately
prior to any of these events.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder of Notes may in certain situations be
deemed to have received a distribution subject to United States
federal income tax as a dividend in the event of any taxable
distribution to holders of Common Stock or in certain other
situations requiring a conversion rate adjustment. See
&#147;Material United States Federal Tax Considerations.&#148;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may, from time to time, increase the
conversion rate for a period of at least 20&nbsp;days if our
board of directors has made a determination that this increase
would be in our best interests. Any such determination by our
board will be conclusive. In addition, we may increase the
conversion rate if our board of directors deems it advisable to
avoid or diminish any income tax to holders of Common Stock
resulting from any stock or rights distribution. See
&#147;Material United States Federal Tax Considerations.&#148;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will not be required to make an adjustment in
the conversion rate unless the adjustment would require a change
of at least 1% in the conversion rate. However, we will carry
forward any adjustments that are less than 1% of the conversion
rate. Except as described above in this section, we will not
adjust the conversion rate for any issuance of our Common Stock
or convertible or exchangeable securities or rights to purchase
our Common Stock or convertible or exchangeable securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any such increases in the conversion rate by our
board of directors shall not, without the approval of our
stockholders, as required by Rule&nbsp;4310 of the Marketplace
Rules of The Nasdaq Stock Market, result in the sale or issuance
of 20% or more of the shares of our Common Stock, or 20% or more
of the voting power, outstanding on October&nbsp;31, 2003.
</FONT>

<P align="center"><FONT size="2">35
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
<B><FONT size="2">Payment Upon Conversion</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Upon conversion, we may choose to deliver either
cash in lieu of shares of our Common Stock, shares of our Common
Stock or a combination of cash and shares of our Common Stock,
as described below.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Conversion On or Prior to the Final Notice
    Date</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the event that we receive from a holder of
Notes a notice of conversion on or prior to the day that is five
days prior to maturity (the final notice date), and we choose to
satisfy our obligation upon conversion (the conversion
obligation) by cash settlement or combined settlement, we will
notify the holder electing to convert through the trustee of the
dollar amount to be satisfied in cash at any time on or before
the date that is two business days following receipt of the
holder&#146;s notice of conversion (cash settlement notice
period). Share settlement will automatically apply if we do not
notify a holder of Notes that we have chosen another settlement
method.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we timely elect cash settlement or combined
settlement, the holder may retract the conversion notice at any
time during the two business days after notice that we intend to
satisfy all or part of the conversion price in cash (the
conversion retraction period). No such retraction can be made
(and a conversion notice shall be irrevocable) if we do not
elect to deliver cash in lieu of shares of our Common Stock
(other than cash in lieu of fractional shares). If the
conversion notice has not been retracted, then cash settlement
or combined settlement will occur on the business day following
the final trading day of the five trading-day period beginning
on the first trading day after the final day of the conversion
retraction period (the cash settlement averaging period),
provided however, that the conversion shall be deemed to have
occurred as described above under Conversion Procedures. Because
the market price of our Common Stock will be determined prior to
the date of settlement, if we elect a combined settlement or
settlement in shares of our Common Stock, Note holders bear the
market risk that our Common Stock will decline in value between
the date the market price is calculated and the settlement date.
Settlement amounts will be computed as follows:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">If we elect to satisfy the conversion obligation
    in shares of Common Stock, we will deliver to the electing
    holder a number of shares of Common Stock equal to (1)&nbsp;the
    aggregate principal amount of Notes to be converted divided by
    1,000, multiplied by (2)&nbsp;the conversion rate.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">If we elect to satisfy the conversion obligation
    in cash, we will deliver to the electing holder cash in an
    amount equal to the product of:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="1%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a number equal to (1)&nbsp;the aggregate
    principal amount of Notes to be converted divided by 1,000,
    multiplied by (2)&nbsp;the conversion rate, and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the average sale price of our shares of Common
    Stock during the cash settlement averaging period.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">If we elect to satisfy a portion of the
    conversion obligation in cash (the partial cash amount) and a
    portion in share of our Common Stock, we will deliver to the
    electing holder such partial cash amount plus a number of shares
    equal to:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="1%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the cash settlement amount as set forth above
    minus such partial cash amount divided by
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the average sale price of our shares of Common
    Stock during the cash settlement averaging period.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If a holder exercises its right to require us to
repurchase its Notes as described under &#147;Repurchase at
Option of the Holder Upon a Designated Event,&#148; such holder
may convert its Notes as provided above only if it withdraws its
repurchase notice and converts its Notes prior to the close of
business on the business day immediately preceding the
applicable repurchase date.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="3%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD></TD>
    <TD align="left">
    <B><I><FONT size="2">Conversion After the Final Notice
    Date</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the event that we receive a notice of
conversion from a holder of Notes after the final notice date,
and we choose to satisfy the conversion obligation by cash
settlement or combined settlement, we will notify that holder
through the trustee and will tell that holder what percentage of
such settlement will be in the form of cash and what percentage,
if any, will be in the form of shares of our Common Stock. Share
settlement will
</FONT>

<P align="center"><FONT size="2">36
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">apply automatically if we do not notify a holder
of Notes that we have chosen another settlement method.
Settlement amounts will be computed and settlement dates will be
determined in the same manner as set forth above under
&#147;Conversion On or Prior to the Final Notice Date&#148;
except that the cash settlement averaging period shall be the
five trading-day period beginning on the first trading day after
the final day of the conversion retraction period. If we timely
elect cash settlement or combined settlement, the holder may
retract the conversion notice at any time during the conversion
retraction period. No such retraction can be made (and a
conversion notice shall be irrevocable) if we do not elect cash
settlement or combined settlement (other than cash in lieu of
fractional shares). If the conversion notice has not been
retracted, settlement will occur on the business day following
the final day of such cash settlement averaging period.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">Optional Redemption by Us</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Beginning November&nbsp;15, 2008, we may redeem
the Notes in whole or in part for an amount in cash equal to
100% of the principal amount of the Notes, plus accrued and
unpaid additional interest, if any.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are required to give notice of redemption by
mail to holders not more than 60 but not less than 30&nbsp;days
prior to the redemption date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If less than all of the outstanding Notes are to
be redeemed, the trustee will select the Notes to be redeemed in
principal amounts of $1,000 or multiples of $1,000 by lot, pro
rata or by another method the trustee considers fair and
appropriate. If a portion of the Notes is selected by a holder
for partial redemption and a holder of Notes converts a portion
of its Notes, the converted portion will be deemed to be of the
portion selected for redemption.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will notify the noteholders if we redeem the
Notes.
</FONT>

<P align="left">
<B><FONT size="2">Repurchase at Option of the Holder</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder of Notes has the right to require us to
repurchase the Notes on November&nbsp;15, 2008. We will be
required to repurchase for cash any outstanding Note for which a
holder of Notes delivers a written repurchase notice to the
paying agent. This notice must be delivered during the period
beginning at any time from the opening of business on the date
that is 20 business days prior to the repurchase date until the
close of business on the repurchase date. If a repurchase notice
is given and withdrawn during that period, we will not be
obligated to repurchase the Notes. Our repurchase obligation
will be subject to certain additional conditions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The repurchase price payable for a Note will be
equal to 100% of the principal amount of the Notes. The paying
agent initially will be the trustee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The repurchase notice must state:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(1)&nbsp;if certificated Notes have been issued,
    the Note certificate numbers (or, if the Notes are not
    certificated, a repurchase notice made by a holder of Notes must
    comply with appropriate DTC procedures);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(2)&nbsp;the portion of the principal amount of
    Notes to be repurchased, which must be in $1,000 multiples; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(3)&nbsp;that the Notes are to be repurchased by
    us pursuant to the applicable provisions of the Notes and the
    indenture
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder of Notes may withdraw any written
repurchase notice by delivering a written notice of withdrawal
to the paying agent prior to the close of business of the
repurchase date. The withdrawal notice must state:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the principal amount of the withdrawn Notes;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">if certificated Notes have been issued, the
    certificate numbers of the withdrawn Notes (or, if the Notes are
    not certificated, the withdrawal notice must comply with
    appropriate DTC procedures); and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the principal amount, if any, which remains
    subject to the repurchase notice.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">37
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We must give notice of an upcoming repurchase
date to all Note holders not less than 20 business days prior to
the repurchase date at their addresses shown in the register of
the registrar. We will also give notice to beneficial owners as
required by applicable law. This notice will state, among other
things, the procedures that holders must follow to require us to
repurchase their Notes.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payment of the repurchase price for a Note for
which a repurchase notice has been delivered and not withdrawn
is conditioned upon book-entry transfer or delivery of the Note,
together with necessary endorsements, to the paying agent at its
office in the Borough of Manhattan, The City of New York, or any
other office of the paying agent, at any time after delivery of
the repurchase notice. Payment of the repurchase price for the
Note will be made promptly following the later of the repurchase
date and the time of book-entry transfer or delivery of the
Note. If the paying agent holds money sufficient to pay the
repurchase price of the Note on the business day following the
repurchase date, then, on and after the date:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the Note will cease to be outstanding; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">all other rights of the holder will terminate,
    other than the right to receive the repurchase price upon
    delivery of the Note.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This will be the case whether or not book-entry
transfer of the Note has been made or the Note has been
delivered to the paying agent.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our ability to repurchase Notes with cash may be
limited by the terms of our then-existing borrowing agreements.
Even though we become obligated to repurchase any outstanding
Note on a repurchase date, we may not have sufficient funds to
pay the repurchase price on that repurchase date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will comply with the provisions of
Rule&nbsp;13e-4 and any other rules under the Exchange Act that
may be applicable. We will file a Schedule&nbsp;TO or any other
schedule required in connection with any offer by us to
repurchase the Notes.
</FONT>

<P align="left">
<B><FONT size="2">Repurchase at Option of the Holder Upon a
Designated Event</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If a designated event occurs at any time prior to
the maturity of the Notes, a holder of Notes may require us to
repurchase its Notes, in whole or in part, on a repurchase date
that is 30&nbsp;days after the date of our notice of the
designated event. The Notes will be repurchased in integral
multiples of $1,000 principal amount.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will repurchase the Notes at a price equal to
the principal amount plus accrued but unpaid additional
interest, as described below, if any, through the repurchase
date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may, at our option, elect to pay the
repurchase price in cash, in shares of our Common Stock or, if
applicable, the surviving corporation&#146;s Common Stock or in
any combination of cash and such Common Stock.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we elect to pay the repurchase price, in whole
or in part, in shares of our Common Stock or, if applicable, the
surviving corporation&#146;s Common Stock, the number of shares
to be delivered in exchange for the portion of the repurchase
price to be paid in our Common Stock will be equal to that
portion of the repurchase price divided by the closing sale
price of such Common Stock for the five trading days ending on
the third business day prior to the applicable repurchase date
(appropriately adjusted to take into account the occurrence of
certain events that would result in an adjustment of the
conversion rate with respect to such Common Stock). We will not,
however, deliver fractional shares in repurchases using shares
of such Common Stock as consideration. Note holders who would
otherwise be entitled to receive fractional shares will instead
receive cash in an amount equal to the market price of a share
of such Common Stock multiplied by such fraction.
</FONT>

<P align="center"><FONT size="2">38
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will mail to all record holders a notice of a
designated event within 30&nbsp;days after it has occurred. We
are also required to deliver to the trustee a copy of the
designated event notice. This notice will state, among other
things:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">whether we will pay the repurchase price of the
    Notes in cash, shares of our Common Stock or, if applicable, the
    surviving corporation&#146;s Common Stock, or both cash and such
    Common Stock (in which case the relative percentages will be
    specified);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">if we elect to pay all or a portion of the
    repurchase price in shares of our Common Stock or, if
    applicable, the surviving corporation&#146;s Common Stock, the
    method by which we are required to calculate market price of the
    Common Stock; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the procedures that holders must follow to
    require us to repurchase their Notes.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If a holder of Notes elects to require us to
repurchase its Notes, that holder must deliver to us or our
designated agent, on or before the 30th&nbsp;day after the date
of our designated event notice, a repurchase notice and any
Notes to be repurchased, duly endorsed for transfer. The
repurchase notice must state:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(1)&nbsp;if certificated Notes have been issued,
    the Note certificate numbers (or, if the Notes are not
    certificated, the repurchase notice must comply with appropriate
    DTC procedures);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(2)&nbsp;the portion of the principal amount of
    Notes to be repurchased, which must be in $1,000 multiples; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(3)&nbsp;that the Notes are to be repurchased by
    us pursuant to the applicable provisions of the Notes and the
    indenture.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder of Notes may withdraw any written
repurchase notice by delivering a written notice of withdrawal
to the paying agent prior to the close of business on the
repurchase date. The withdrawal notice must state:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the principal amount of the withdrawn Notes;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">if certificated Notes have been issued, the
    certificate numbers of the withdrawn Notes (or, if the Notes are
    not certificated, the withdrawal notice must comply with
    appropriate DTC procedures); and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the principal amount, if any, which remains
    subject to the repurchase notice.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will promptly pay the repurchase price for
Notes surrendered for repurchase following the repurchase date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Because the market price of our Common Stock will
be determined prior to the applicable repurchase date, Note
holders bear the market risk that our Common Stock will decline
in value between the date the market price is calculated and the
repurchase date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A &#147;designated event&#148; will be deemed to
have occurred upon a fundamental change or a termination of
trading.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A &#147;fundamental change&#148; is any
transaction or event (whether by means of an exchange offer,
liquidation, tender offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise) in connection
with which all or substantially all of our Common Stock is
exchanged for, converted into, acquired for or constitutes
solely the right to receive, consideration which is not all or
substantially all Common Stock or American Depositary Shares
that:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">is listed on, or immediately after the
    transaction or event will be listed on, a United States national
    securities exchange, or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">is approved, or immediately after the transaction
    or event will be approved, for quotation on The Nasdaq National
    Market or any similar United States system of automated
    dissemination of quotations of securities prices.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">39
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A &#147;termination of trading&#148; will be
deemed to have occurred if our Common Stock (or other Common
Stock into which the Notes are then convertible) is neither
listed for trading on a United States national securities
exchange nor approved for trading on The Nasdaq National Market.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will comply with any applicable provisions of
Rule&nbsp;13e-4 and any other tender offer rules under the
Exchange Act in the event of a designated event.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">These designated event repurchase rights could
discourage a potential acquirer. However, this designated event
repurchase feature is not the result of management&#146;s
knowledge of any specific effort to obtain control of us by
means of a merger, tender offer or solicitation, or part of a
plan by management to adopt a series of anti-takeover
provisions. The term &#147;designated event&#148; is limited to
specified transactions and may not include other events that
might adversely affect our financial condition or business
operations. Our obligation to offer to repurchase the Notes upon
a designated event would not necessarily afford a holder of
Notes protection in the event of a highly leveraged transaction,
reorganization, merger or similar transaction involving us.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may be unable to repurchase the Notes for cash
if a designated event occurs. If a designated event were to
occur, we may not have enough funds to pay the repurchase price
for all tendered Notes. Any future credit agreements or other
agreements relating to our indebtedness may contain provisions
prohibiting repurchase of the Notes under certain circumstances,
or expressly prohibit our repurchase of the Notes upon a
designated event or may provide that a designated event
constitutes an event of default under that agreement. If a
designated event occurs at a time when we are prohibited from
repurchasing Notes, we could seek the consent of our lenders to
repurchase the Notes or attempt to refinance this debt. If we do
not obtain consent, we would not be permitted to repurchase the
Notes. Our failure to repurchase tendered Notes would constitute
an event of default under the indenture, which might constitute
a default under the terms of our other indebtedness.
</FONT>

<P align="left">
<B><FONT size="2">Merger and Sale of Assets by Us</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The indenture provides that we may not
consolidate with or merge with or into any other person or
convey, transfer or lease its properties and assets
substantially as an entirety to another person, unless among
other items:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we are the surviving person, or the resulting,
    surviving or transferee person, if other than us is organized
    and existing under the laws of the United States, any state
    thereof or the District of Columbia;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the successor person assumes all of our
    obligations under the Notes and the indenture; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we or such successor person will not be in
    default under the indenture immediately after the transaction.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">When such a person assumes our obligations in
such circumstances, subject to certain exceptions, we shall be
discharged from all obligations under the Notes and the
indenture.
</FONT>

<P align="left">
<B><FONT size="2">Ranking</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Notes are our senior unsecured obligations
and rank equally in right of payment with all of our other
senior unsecured and unsubordinated indebtedness. The Notes rank
senior to any of our subordinated indebtedness. At
September&nbsp;30, 2003, we had no material amount of
outstanding debt for borrowed money.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Because the creditors of our subsidiaries
generally would have a right to receive payment superior to our
right to receive payment from the assets of our subsidiaries,
the holders of the Notes are effectively subordinated to the
creditors of our subsidiaries. If we were to liquidate or
reorganize, a holder of Notes&#146; right to participate in any
distribution of our subsidiaries&#146; assets is necessarily
subject to the claims of the subsidiaries&#146; creditors. As of
September&nbsp;30, 2003, our subsidiaries had outstanding
indebtedness of approximately $6.0&nbsp;million, excluding
intercompany indebtedness and trade payables.
</FONT>

<P align="center"><FONT size="2">40
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
<B><FONT size="2">Events of Default; Notice and Waiver</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following are events of default under the
indenture:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we fail to pay the principal amount of the Notes
    when due upon redemption, repurchase or otherwise on the Notes;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we fail to pay additional interest, if any, on
    the Notes, when due and such failure continues for a period of
    30&nbsp;days;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we fail to perform or observe any of the
    covenants in the indenture for 60&nbsp;days after notice;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">any indebtedness for money borrowed by us or one
    of our significant subsidiaries (all or substantially all of the
    outstanding voting securities of which are owned, directly or
    indirectly, by us) in an outstanding principal amount in excess
    of $50&nbsp;million is not paid at final maturity or upon
    acceleration and such indebtedness is not discharged, or such
    default in payment or acceleration is not cured or rescinded
    within the period specified in such instrument; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">certain events involving our bankruptcy,
    insolvency or reorganization.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The trustee may withhold notice to the holders of
the Notes of any default, except defaults in payment of
principal, premium or additional interest, if any, on the Notes.
However, the trustee must consider it to be in the interest of
the holders of the Notes to withhold this notice.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If an event of default occurs and is continuing,
the trustee or the holders of at least 25% in principal amount
of the outstanding Notes may declare the principal amount of the
Notes and additional interest, if any, on the outstanding Notes
to be immediately due and payable. In case of certain events of
bankruptcy or insolvency involving us, principal amount plus
additional interest, if any, on the Notes will automatically
become due and payable. However, if we cure all defaults, except
the nonpayment of the principal amount of the Notes plus
additional interest, if any, that became due as a result of the
acceleration, and meet certain other conditions, with certain
exceptions, this declaration may be cancelled and the holders of
a majority of the principal amount of outstanding Notes may
waive these past defaults.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payments of redemption price, principal, premium,
if any, and additional interest on the Notes, if any, that are
not made when due will accrue interest at the annual rate of 1%
above the then-applicable interest rate from the required
payment date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Subject to the trustee&#146;s duties in the case
of an event of default, the trustee will not be obligated to
exercise any of its rights or powers at the request of the
holders, unless the holders have offered to the trustee
reasonable indemnity. Subject to the indenture, applicable law
and the trustee&#146;s indemnification, the holders of a
majority in aggregate principal amount of the outstanding Notes
will have the right to direct the time, method and place of any
proceedings for any remedy available to the trustee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">No holder of the Notes may pursue any remedy
under the indenture, except in the case of a default in the
payment of principal or additional interest (in respect of any
default in payment under a Note on or after the due date) on the
Notes, unless:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the holder has given the trustee written notice
    of an event of default;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the holders of at least 25% in principal amount
    of outstanding Notes make a written request, and offer
    reasonable indemnity, to the trustee to pursue the remedy;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the trustee does not receive an inconsistent
    direction from the holders of a majority in principal amount of
    the Notes; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the trustee fails to comply with the request
    within 60&nbsp;days after receipt.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">41
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
<B><FONT size="2">Modification and Waiver</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The consent of the holders of a majority in
principal amount of the outstanding Notes is required to modify
or amend the indenture. However, a modification or amendment
requires the consent of the holder of each outstanding Note if
it would:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">extend the fixed maturity of any Note;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">reduce the principal amount of, or additional
    interest, if any, payable on, any Note;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">reduce any amount payable upon redemption or
    repurchase of any Note;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">after the occurrence of a designated event,
    modify the provisions with respect to the purchase right of the
    holders upon a designated event in a manner adverse to holders;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">impair the right of a holder to institute suit
    for payment on any Note;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">change the currency in which any Note is payable;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">impair the right of a holder to convert any Note;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">reduce the quorum or voting requirements under
    the indenture;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">change any obligation of ours to maintain an
    office or agency in the places and for the purposes specified in
    the indenture;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">change the ranking of the Notes in a manner
    adverse to the holder of the Notes;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">subject to specified exceptions, modify certain
    of the provisions of the indenture relating to modification or
    waiver of provisions of the indenture; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">reduce the percentage of Notes required for
    consent to any modification of the indenture.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are permitted to modify certain provisions of
the indenture without the consent of the holders of the Notes.
</FONT>

<P align="left">
<B><FONT size="2">Form, Denomination and Registration</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Notes are issued:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">in fully registered form; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">in denominations of $1,000 principal amount and
    integral multiples of $1,000.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><FONT size="2">Global Note, Book-Entry Form</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Notes are evidenced by one or more global
Notes, deposited and registered in the name of Cede&nbsp;&#38;
Co., as DTC&#146;s nominee. Except as set forth below, a global
Note may be transferred, in whole or in part, only to another
nominee of DTC or to a successor of DTC or its nominee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Beneficial interests in a global Note may be held
through organizations that are participants in DTC, or
participants. Transfers between participants will be effected in
the ordinary way in accordance with DTC rules and will be
settled in clearing house funds. The laws of some states require
that certain persons take physical delivery of securities in
definitive form. As a result, the ability to transfer beneficial
interests in the global Note to such persons may be limited.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Beneficial interests in a global Note held by DTC
may be held only through participants, or certain banks,
brokers, dealers, trust companies and other parties that clear
through or maintain a custodial relationship with a participant,
either directly or indirectly, and when indirectly they are
called &#147;indirect participants&#148;. So long as
Cede&nbsp;&#38; Co., DTC&#146;s nominee, is the registered owner
of a global Note, Cede&nbsp;&#38; Co. for all purposes will be
</FONT>

<P align="center"><FONT size="2">42
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">considered the sole holder of such global Note.
Except as provided below, owners of beneficial interests in a
global Note will:
</FONT>
</DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">not be entitled to have certificates registered
    in their names;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">not receive physical delivery of certificates in
    definitive registered form; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">not be considered holders of the global Note.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will pay interest, if any, and the repurchase
price of a global Note to Cede&nbsp;&#38; Co., as the registered
owner of the global Note, by wire transfer of immediately
available funds on the repurchase date, as the case may be.
Neither we, the trustee nor any paying agent will be responsible
or liable:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">for the records relating to, or payments made on
    account of, beneficial ownership interests in a global Note; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">for maintaining, supervising or reviewing any
    records relating to the beneficial ownership interests.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Neither we, the trustee, registrar, paying agent
nor conversion agent will have any responsibility for the
performance by DTC or its participants or indirect participants
of their respective obligations under the rules and procedures
governing their operations. DTC has advised us that it will take
any action permitted to be taken by a holder of Notes, including
the presentation of Notes for conversion, only at the direction
of one or more participants to whose account with DTC interests
in the global Note are credited, and only in respect of the
principal amount of the Notes represented by the global Note as
to which the participant or participants has or have given such
direction.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">DTC has advised us that it is:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a limited purpose trust company organized under
    the laws of the State of New York, and a member of the Federal
    Reserve System;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a &#147;clearing corporation&#148; within the
    meaning of the Uniform Commercial Code; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a &#147;clearing agency&#148; registered pursuant
    to the provisions of Section&nbsp;17A of the Exchange Act.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">DTC was created to hold securities for its
participants and to facilitate the clearance and settlement of
securities transactions between participants through electronic
book-entry changes to the accounts of its participants.
Participants include securities brokers, dealers, banks, trust
companies and clearing corporations and other organizations.
Some of the participants or their representatives, together with
other entities, own DTC. Indirect access to the DTC system is
available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">DTC has agreed to the foregoing procedures to
facilitate transfers of interests in a global Note among
participants. However, DTC is under no obligation to perform or
continue to perform these procedures, and may discontinue these
procedures at any time.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will issue Notes in definitive certificate
form only if:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">DTC notifies us that it is unwilling or unable to
    continue as depositary or DTC ceases to be a clearing agency
    registered under the Securities and Exchange Act of 1934, as
    amended, and a successor depositary is not appointed by us
    within 90&nbsp;days;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">an event of default shall have occurred and the
    maturity of the Notes shall have been accelerated in accordance
    with the terms of the Notes and any holder shall have requested
    in writing the issuance of definitive certificated Notes; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we have determined in our sole discretion that
    Notes shall no longer be represented by global Notes.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">43
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Restrictions on Transfer,
    Legends</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Notes will be subject to transfer
restrictions as described below under &#147;Transfer
Restrictions&#148; and certificates for the Notes will bear a
legend to this effect.
</FONT>

<P align="left">
<B><FONT size="2">Registration Rights of the
Noteholders</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On October&nbsp;31, 2003, we entered into a
registration rights agreement with the initial purchasers.
Pursuant to the registration rights agreement, we have filed
with the SEC a shelf registration statement, of which this
prospectus is a part.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will use commercially reasonable efforts to
keep that shelf registration statement effective until the
earliest of:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the date when all of the registrable securities
    have been sold pursuant to the shelf registration statement or
    Rule&nbsp;144;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the expiration of the holding period under
    Rule&nbsp;144(k) under the Securities Act, or any successor
    provision; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the date when the Notes and the shares of Common
    Stock issuable upon conversion of the Notes have ceased to be
    outstanding (whether as result of repurchase and cancellation,
    conversion or otherwise).
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">When we use the term &#147;registrable
securities&#148; in this section, we are referring to the Notes
and the Common Stock issuable upon conversion of the Notes until
the earliest of:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the effective registration under the Securities
    Act and the resale of the securities in accordance with the
    registration statement;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the expiration of the holding period under
    Rule&nbsp;144(k) under the Securities Act; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the sale to the public pursuant to Rule&nbsp;144
    under the Securities Act, or any similar provision then in
    force, but not Rule&nbsp;144A.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may suspend the use of this prospectus under
certain circumstances relating to pending corporate
developments, public filings with the SEC and similar events.
Any suspension period shall not:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">exceed 30&nbsp;days in any three-month period; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">an aggregate of 90&nbsp;days for all periods in
    any 12-month period.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Notwithstanding the foregoing, we will be
permitted to suspend the use of the prospectus for up to
60&nbsp;days in any 3-month period under certain circumstances,
relating to possible acquisitions, financings or other similar
transactions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will be required to begin paying predetermined
&#147;additional interest&#148; if the shelf registration
statement is not filed within 90&nbsp;days after the closing
date or made effective within 180&nbsp;days after the closing
date, or if there is another registration default as described
in the registration rights agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Such interest, if any, will be paid semiannually
in arrears, with the first semiannual payment due on the first
May&nbsp;15 or November&nbsp;15 to occur after the date on which
such additional amounts begin to accrue, and will accrue at a
rate per year equal to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">0.25% of the principal amount of a Note to and
    including the 90th&nbsp;day following such registration default;
    and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">0.50% of the principal amount of a Note from and
    after the 91st&nbsp;day following such registration default.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In no event will interest accrue at a rate per
year exceeding 0.50%. If a holder has converted some or all of
its Notes into shares of our Common Stock, and if those shares
of Common Stock continue to be registrable securities, the
holder will be entitled to receive equivalent amounts of
additional interest based on the
</FONT>

<P align="center"><FONT size="2">44
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">conversion price in effect during the period of
default. We will have no other liabilities for monetary damages
with respect to our registration obligations.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder who elects to sell registrable
securities pursuant to the registration statement of which this
prospectus is a part will be required to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">be named as a selling stockholder herein or in a
    related prospectus supplement;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">deliver a prospectus to purchasers; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">be subject to the provisions of the registration
    rights agreement, including indemnification provisions.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the registration rights agreement we have
agreed to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">pay all expenses of the shelf registration
    statement;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">provide each registered holder copies of the
    prospectus;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">notify holders when the shelf registration
    statement has become effective; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">take other reasonable actions as are required to
    permit unrestricted resales of the registrable securities in
    accordance with the terms and conditions of the registration
    rights agreement.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We may file amendments to the shelf registration
statement, of which this prospectus is a part, as necessary to
permit holders of Notes to deliver prospectus to purchasers of
registrable securities, subject to our right to suspend the use
of the prospectus. This summary of the registration rights
agreement is not complete. This summary is subject to, and is
qualified in its entirety by reference to, all the provisions of
the registration rights agreement.
</FONT>

<P align="left">
<B><FONT size="2">Rule&nbsp;144A Information Request</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will furnish to the holders or beneficial
holders of the Notes or the underlying Common Stock and
prospective purchasers, upon their request, the information, if
any, required under Rule&nbsp;144A(d) under the Securities Act
until such time as such securities are no longer
&#147;restricted securities&#148; within the meaning of
Rule&nbsp;144 under the Securities Act, assuming these
securities have not been owned by an affiliate of ours.
</FONT>

<P align="left">
<B><FONT size="2">Information Concerning the Trustee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have appointed The Bank of New York, the
trustee under the indenture, as paying agent, conversion agent,
Note registrar and custodian for the Notes. The trustee or its
affiliates may provide banking and other services to us in the
ordinary course of their business.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The indenture contains certain limitations on the
rights of the trustee, if it or any of its affiliates is then
our creditor, to obtain payment of claims in certain cases or to
realize on certain property received on any claim as security or
otherwise. The trustee and its affiliates will be permitted to
engage in other transactions with us. However, if the trustee or
any affiliate continues to have any conflicting interest and a
default occurs with respect to the Notes, the trustee must
eliminate such conflict or resign.
</FONT>

<P align="center"><FONT size="2">45
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "DESCRIPTION OF CAPITAL STOCK" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center">
<B><FONT size="2">DESCRIPTION OF CAPITAL STOCK</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our total authorized shares of capital stock
consists of (1)&nbsp;6,000,000,000&nbsp;shares of Common Stock
$0.001 par value per share, and (2)&nbsp;1,000,000&nbsp;shares
of preferred stock, $0.001 par value per share, 500,000 of which
are designated as series B preferred stock, one of which is
designated as special voting stock and the remainder of which is
undesignated.
</FONT>

<P align="left">
<B><FONT size="2">Common Stock</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The holders of Common Stock are entitled to one
vote for each share held of record on all matters submitted to a
vote of the stockholders. Holders of Common Stock do not have
cumulative voting rights in the election of directors. Subject
to preferences that may be granted to any then outstanding
preferred stock, holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor as well as any
distributions to the stockholders. In the event of our
liquidation or dissolution, holders of Common Stock are entitled
to share ratably in all our assets remaining after payment of
liabilities and the liquidation preference of any then
outstanding preferred stock. Holders of our Common Stock have no
preemptive or other subscription or conversion rights. There are
no redemption or sinking fund provisions applicable to our
Common Stock.
</FONT>

<P align="left">
<B><FONT size="2">Preferred Stock</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our Board of Directors has the authority, without
further action by the stockholders, to issue up to
1,000,000&nbsp;shares of preferred stock in one or more series
and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rights, conversion rights, voting
rights, terms of redemption, liquidation preferences, sinking
fund terms and the number of shares constituting any series or
the designation of such series, without any further vote or
action by the stockholders. The issuance of preferred stock
could adversely affect the voting power of holders of Common
Stock and the likelihood that such holders will receive dividend
payments and payments upon liquidation and could have the effect
of delaying, deterring or preventing a change in control of us.
We have no present plan to issue any additional shares of
preferred stock.
</FONT>

<P align="left">
<B><FONT size="2">Exchangeable Shares of JDS Uniphase Canada
Ltd.</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our subsidiary, JDS Uniphase Canada Ltd., has
issued and outstanding 66,092,619 exchangeable shares. Each
exchangeable share is exchangeable at any time into our Common
Stock on a one-for-one basis, entitles a holder to dividend and
other rights economically equivalent to those of the Common
Stock, and through a voting trust, votes at meetings of our
stockholders.
</FONT>

<P align="left">
<B><FONT size="2">Delaware Anti-Takeover Law and Certain Charter
Provisions</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Anti-Takeover Law</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the last several years, a number of states
have adopted special laws designed to make some kinds of
&#147;unfriendly&#148; corporate takeovers, or other
transactions involving a corporation and one or more of its
significant stockholders, more difficult. Under Section&nbsp;203
of the Delaware General Corporation Law, some business
combinations by Delaware corporations with interested
stockholders are subject to a three-year moratorium unless
specified conditions are met. Section&nbsp;203 prohibits a
Delaware corporation from engaging in a business combination
with an interested stockholder for three years following the
date that such person becomes an interested stockholder. With
some exceptions, an interested stockholder is generally a person
or group who or which owns 15% or more of the corporation&#146;s
outstanding voting stock, including any rights to acquire stock
pursuant to an option, warrant, agreement, arrangement or
understanding, or upon the exercise of conversion or exchange
rights, and stock with respect to which the person has voting
rights only, or is an affiliate or associate of the corporation
and was the owner of 15% or more of such voting stock at any
time within the previous three years.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Because our certificate of incorporation and
bylaws do not contain a provision expressly electing not to be
governed by Section&nbsp;203 of the Delaware General Corporation
Law, they are subject to Section&nbsp;203.
</FONT>

<P align="center"><FONT size="2">46
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Limitation of Director and Officer
    Liability</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our certificate of incorporation indemnifies our
directors and officers to the fullest extent permissible under
Delaware law, as such law exists currently or as it may be
amended in the future. Under Delaware law, a corporation may not
indemnify directors&#146; or officers&#146; liability for the
following:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">breaches of a director&#146;s or officer&#146;s
    duty of loyalty to the corporation or its stockholders;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">acts or omissions not in good faith or involving
    intentional misconduct or knowing violations of law;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the payment of unlawful dividends or unlawful
    stock repurchases or redemptions; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">transactions in which the director or officer
    received an improper personal benefit.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our bylaws authorize it to provide insurance for
its directors, officers or agents against any expense, liability
or loss, whether or not we would have the power to indemnify
such a person against such expense, liability or loss under
Delaware law.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Number of Directors</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our bylaws fix the authorized number of directors
at eight, and our Board of Directors or stockholders may change
such number by amending the bylaws.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Classified Board of Directors</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A classified board is one to which some, but not
all, of the directors are elected on a rotating basis each year.
Delaware law permits, but does not require, a classified board
of directors with staggered terms under which one-half or
one-third of the directors are elected for terms of two or three
years, respectively. Currently, we have a classified Board of
Directors under which one-third of our directors are elected
each year for a term of three years.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Director Voting</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our bylaws provide that the number of directors
constituting a quorum shall be a majority of the number of
authorized directors.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Removal of Directors</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Delaware law, unless otherwise restricted
by the certificate of incorporation or by the corporation&#146;s
bylaws, any director or the entire board of directors may be
removed with or without cause by the holders of a majority of
the shares then entitled to vote at an election of directors;
provided, however, that so long as stockholders of the
corporation are entitled to cumulative voting, no individual
director may be removed without cause, unless the entire board
is removed, if the number of votes cast against such removal
would be sufficient to elect the director if then cumulatively
voted at an election of the class of directors of which the
director is a part. Whenever the holders of any class or series
are entitled to elect one or more directors by the certificate
of incorporation, the director or directors may be removed
without cause only if there are sufficient votes by the holders
of the outstanding shares of that class or series. A vacancy
created by the removal of a director may be filled only by the
approval of the stockholders.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our bylaws provide that the Board of Directors or
any director may be removed with or without cause at a special
meeting of stockholders by a vote of stockholders holding a
majority of the outstanding shares entitled to vote at an
election of directors. Under Delaware law, no reduction of the
authorized number of directors shall have the effect of removing
any director prior to the expiration of the director&#146;s term
of office.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Filling Vacancies on the Board of
    Directors</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Delaware law, vacancies and newly created
directorships may be filled by a majority of the directors then
in office, even though less than a quorum, unless otherwise
provided in the certificate of incorporation or bylaws and
unless the certificate of incorporation directs that a
particular class is to elect the
</FONT>

<P align="center"><FONT size="2">47
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">director, in which case any other directors
elected by such class, or a sole remaining director, shall fill
such vacancy. Our bylaws allow a majority of the directors then
in office to fill any vacancy on the Board of Directors even if
they make up less than a quorum.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Advance Notice of Stockholder
    Proposals</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our bylaws provide that no matter proposed by our
respective stockholders will be considered at an annual meeting
or special stockholder meeting unless:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">it is specified in the notice of meeting;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">it is brought by or at the direction of the Board
    of Directors; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">it is brought by a stockholder of the corporation
    who was a stockholder of record on the record date and has
    provided written notice of the matter to us in compliance with
    the time and content requirements in our bylaws, as applicable.
    </FONT></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">No Stockholder Action by Written Consent;
    Special Meeting</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our certificate of incorporation provides that
stockholders can take action only at a duly called annual or
special meeting of stockholders. Our stockholders are not
permitted to take action by written consent in lieu of a
meeting. In addition, our certificate of incorporation provides
that, subject to the rights of the holders of any stock having a
preference over the Common Stock as to dividends or liquidation,
special meetings of the stockholders can be called only by our
Board of Directors, our Chairman of the Board or our Chief
Executive Officer. Stockholders are not permitted to call a
special meeting or to require the Board of Directors to call a
special meeting of stockholders.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Amendment of Charter
    Documents</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Generally, under Delaware law, an amendment to a
corporation&#146;s certificate of incorporation requires the
approval of the board of directors and the approval of holders
of a majority of the outstanding stock entitled to vote on the
amendment. The holders of the outstanding shares of a class are
entitled to vote as a separate class on a proposed amendment
that would increase or decrease the aggregate number of
authorized shares of their class, increase or decrease the par
value of the shares of their class, or alter or change the
powers, preferences or special rights of the shares of their
class in a way that affects them adversely. Our certificate of
incorporation can be amended, altered or repealed or rescinded
in any manner now or hereafter prescribed by Delaware law. Our
bylaws may be altered, amended, repealed or rescinded by
unanimous written consent of our Board of Directors or by the
affirmative vote of a majority of the stockholders.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Rights Plan</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Currently each share of our outstanding Common
Stock is associated with one right. Each right entitles
stockholders to purchase 1/100,000&nbsp;share of our
Series&nbsp;B Preferred Stock at an exercise price of $21. The
rights only become exercisable in certain limited circumstances
following the tenth day after a person or group announces
acquisition of or tender offers for 15% or more of our Common
Stock. For a limited period of time following the announcement
of any such acquisition or offer, the rights are redeemable by
us at a price of $0.01 per right. If the rights are not
redeemed, each right will then entitle the holder to purchase
Common Stock having the value of twice the then-current exercise
price. For a limited period of time after the exercisability of
the rights, each right, at the discretion of our Board of
Directors, may be exchanged for either 1/100,000&nbsp;share of
Series&nbsp;B Preferred Stock or one share of Common Stock per
right. The rights expire on June&nbsp;22, 2013.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our Board of Directors has the authority to issue
up to 499,999&nbsp;shares of undesignated preferred stock and to
determine the powers, preferences and rights and the
qualifications, limitations or restrictions granted to or
imposed upon any wholly unissued shares of undesignated
preferred stock and to fix the number of shares constituting any
series and the designation of such series, without the consent
of our stockholders. The
</FONT>

<P align="center"><FONT size="2">48
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">preferred stock could be issued with voting,
liquidation, dividend and other rights superior to those of the
holders of Common Stock.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The issuance of Series&nbsp;B Preferred Stock or
any preferred stock subsequently issued by our Board of
Directors, under some circumstances, could have the effect of
delaying, deferring or preventing a change in control.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Some provisions contained in the rights plan, and
in the equivalent rights plan that our subsidiary,
JDS&nbsp;Uniphase Canada Ltd., has adopted with respect to our
exchangeable shares, may have the effect of discouraging a third
party from making an acquisition proposal for us and may thereby
inhibit a change in control. For example, such provisions may
deter tender offers for shares of Common Stock or exchangeable
shares, which offers may be attractive to stockholders, or deter
purchases of large blocks of Common Stock or exchangeable
shares, thereby limiting the opportunity for stockholders to
receive a premium for their shares of Common Stock or
exchangeable shares over the then-prevailing market prices.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Transfer Agent and Registrar</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The transfer agent and registrar for our Common
Stock is American Stock Transfer and Trust Company, New York,
New York.
</FONT>

<P align="center"><FONT size="2">49
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center">
<B><FONT size="2">MATERIAL UNITED STATES FEDERAL TAX
CONSIDERATIONS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This section describes the material U.S. federal
tax consequences relating to the purchase, ownership, and
disposition of the Notes and of Common Stock into which the
Notes may be converted. This description does not provide a
complete analysis of all potential tax consequences. The
information provided below is based on the Internal Revenue Code
of 1986, as amended (the &#147;Code&#148;), Treasury
Regulations, Internal Revenue Service (&#147;IRS&#148;)
published rulings and court decisions, all as currently in
effect. These authorities may change, possibly on a retroactive
basis, or the IRS might interpret the existing authorities
differently. In either case, the tax consequences of purchasing,
owning or disposing of Notes or Common Stock could differ from
those described below. We do not intend to obtain a ruling from
the IRS with respect to the tax consequences of acquiring or
holding the Notes or Common Stock.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This description is general in nature and does
not discuss all aspects of U.S.&nbsp;federal income taxation
that may be relevant to a particular investor in light of the
investor&#146;s particular circumstances, or to certain types of
investors subject to special treatment under U.S.&nbsp;federal
income tax laws (such as financial institutions, real estate
investment trusts, regulated investment companies, grantor
trusts, insurance companies, pension funds, tax-exempt
organizations, expatriates, brokers, dealers or traders in
securities or foreign currencies, traders in securities that
elect to apply a mark-to-market method of accounting, persons
holding Notes or Common Stock as part of a position in a
&#147;straddle&#148; or as part of a &#147;hedging,&#148;
&#147;conversion&#148; or &#147;integrated&#148; transaction for
U.S. federal income tax purposes, persons deemed to sell Notes
or Common Stock under the constructive sale provisions of the
Code, persons who hold Notes or Common Stock through a
partnership or other pass through entity, persons subject to the
alternative minimum tax provisions of the Code, U.S. Holders
that have a &#147;functional currency&#148; other than the
U.S.&nbsp;dollar, or Non-U.S. Holders, except to the extent
described below). This description generally applies to
investors who will hold the Notes and Common Stock as
&#147;capital assets&#148; within the meaning of
Section&nbsp;1221 of the Code. This description does not
consider the effect of any foreign, state, local or other tax
laws that may be applicable to particular investors.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Investors considering the purchase of Notes
should consult their own tax advisors regarding the application
of the U.S.&nbsp;federal income tax laws to their particular
situations and the consequences of U.S.&nbsp;federal estate or
gift tax laws, foreign, state, or local tax laws, and tax
treaties.</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As used herein, the term &#147;U.S. Holder&#148;
means a beneficial holder of a Note or Common Stock that is
(i)&nbsp;a citizen or resident of the U.S.; (ii)&nbsp;a
corporation organized in or under the laws of the U.S. or any
political subdivision thereof; (iii)&nbsp;an estate the income
of which is subject to U.S. federal income taxation regardless
of its source; or (iv)&nbsp;a trust, if such trust validly
elects to be treated as a U.S.&nbsp;person for U.S.&nbsp;federal
income tax purposes, or if (a)&nbsp;a court within the U.S. can
exercise primary supervision over its administration and
(b)&nbsp;one or more U.S.&nbsp;persons (as defined in
Section&nbsp;7701(a)(30) of the Code) have the authority to
control all of the substantial decisions of such trust. Persons
other than U.S.&nbsp;Holders (&#147;Non-U.S. Holders&#148;), as
defined below, are subject to special U.S.&nbsp;federal income
tax considerations, some of which are discussed below.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If a partnership (including for this purpose any
entity treated as a partnership for U.S.&nbsp;tax purposes) is a
beneficial owner of the Notes or Common Stock into which the
Notes may be converted, the U.S.&nbsp;federal income tax
treatment of a partner in the partnership will generally depend
on the status of the partner and the activities of the
partnership. A holder of the Notes or Common Stock into which
the Notes may be converted that is a partnership and partners in
such partnership should consult their individual tax advisors
about the U.S. federal income tax consequences of holding and
disposing of the Notes and the Common Stock into which the Notes
may be converted.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">U.S. Holders</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">
<B><FONT size="2">Notes Issued at a Discount</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As the issue price of the Notes for federal
income tax purposes at original issue was less than their
principal amount by an amount exceeding a <I>de minimis
</I>threshold, the Notes are considered to have been issued with
&#147;original issue discount&#148; (&#147;OID&#148;).
</FONT>

<P align="center"><FONT size="2">50
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If a holder owns a Note with OID , the holder
must include the OID in income as it accrues, which may be
before the holder receives cash attributable to such income. The
holder must include OID in income using the yield to maturity on
the Note as defined in Treasury Regulations (the &#147;OID
Regulations&#148;), which is computed based on a constant annual
rate of interest and compounding at the end of each accrual
period. The company has determined that the yield to maturity of
the Notes is 0.29%, compounded semiannually. The OID Regulations
permit a holder to use accrual periods of any length from one
day to one year to compute accruals of OID, provided that the
yield to maturity is adjusted to reflect the yield period
selected, and further provided that each scheduled payment of
principal or interest occurs either on the first or the last day
of an accrual period. Under these rules a holder must include in
income increasingly greater amounts of OID in successive accrual
periods, unless payments that are part of the stated redemption
price at maturity of a Note are made before its final maturity.
</FONT>

<P align="left">
<B><FONT size="2">Contingent Debt Instrument Rules</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the amount or timing of any payments on a Note
is contingent, the Note could be subject to special rules that
apply to contingent debt instruments. These rules generally
require a U.S. Holder to accrue interest income at a rate higher
than the stated interest rate on the Note and to treat as
ordinary income (rather than capital gain) any gain recognized
on a sale, exchange or retirement of the Note before the
resolution of the contingencies. U.S. Holders would be entitled
to receive additional interest if the Notes are not registered
with the SEC within prescribed time periods. We do not believe
that, because of these potential additional payments or
otherwise, the Notes should be treated as contingent debt
instruments. Therefore, for purposes of filing tax or
information returns with the IRS, we will not treat the Notes as
contingent debt instruments. Unless otherwise noted, this
discussion assumes that the Notes are not subject to the
contingent debt instrument rules.
</FONT>

<P align="left">
<B><FONT size="2">Conversion Solely for Cash, Sale, Repurchase
or Redemption of the Notes</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A U.S. Holder generally will recognize capital
gain or loss if the U.S. Holder disposes of a Note in a
conversion solely for cash, a sale, a repurchase or a
redemption. The U.S. Holder&#146;s gain or loss will equal the
difference between the amount realized by the U.S. Holder and
the U.S. Holder&#146;s adjusted tax basis in the Note. The U.S.
Holder&#146;s adjusted tax basis in the Note will generally
equal the amount the U.S. Holder paid for the Note, increased by
the amount of any OID or market discount includible in the U.S.
Holder&#146;s gross income with respect to the Note and
decreased by the amount of premium previously taken into
account. Such gain or loss will generally be (i)&nbsp;capital
gain except to the extent of accrued market discount not
previously included in income and (ii)&nbsp;long-term if the
holder&#146;s holding period in respect of such Note is more
than one year. Long-term capital gain of non-corporate taxpayers
is taxed at lower rates than those applicable to ordinary
income. The deductibility of capital loss is subject to certain
limitations.
</FONT>

<P align="left">
<B><FONT size="2">Conversion of Notes Solely for Common
Stock</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we deliver solely Common Stock upon a U.S.
Holder&#146;s conversion of a Note, such U.S. Holder generally
will not recognize any income, gain or loss. The U.S. Holder
will recognize gain, however, to the extent that the U.S. Holder
receives cash in lieu of a fractional share. The U.S.
Holder&#146;s aggregate basis in the Common Stock (including any
fractional share for which cash is paid) will equal his adjusted
basis in the Note, and the U.S. Holder&#146;s holding period for
the stock will include the period during which he held the Note.
</FONT>

<P align="left">
<B><FONT size="2">Conversion of Notes for Common Stock and
Cash</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we deliver a combination of Common Stock and
cash upon a U.S. Holder&#146;s conversion of a Note, assuming
that the Notes are securities for U.S. federal income tax
purposes, a holder will generally not recognize loss, but will
generally recognize gain, if any, on a Note so converted in an
amount equal to the lesser of the amount of (i)&nbsp;gain
realized (i.e., the excess, if any, of the fair market value of
the Common Stock received upon conversion plus cash received
over the adjusted tax basis in Note tendered therefor) or
(ii)&nbsp;cash received. Such gain will generally be
(i)&nbsp;capital gain except to the extent of accrued market
discount not
</FONT>

<P align="center"><FONT size="2">51
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">previously included in income and
(ii)&nbsp;long-term if the holder&#146;s holding period in
respect of such Note is more than one year. The U.S.
Holder&#146;s aggregate basis in the Common Stock (including any
fractional share for which cash is paid) will equal his adjusted
basis in the Note, and the U.S. Holder&#146;s holding period for
the stock will include the period during which he held the Note.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">Market Discount</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The acquisition and sale of a Note may be subject
to the market discount provisions of the Code. Subject to a
<I>de minimis </I>exception, the market discount on a Note
generally will equal the amount, if any, by which the issue
price plus accrued OID of the Note immediately after its
acquisition (other than at original issue) exceeds the U.S.
Holder&#146;s adjusted tax basis in the Note. A Note may also
have market discount upon original issue if the holder has a
cost basis in the Note that is less than the &#147;issue
price,&#148; as defined above. If applicable, these provisions
generally require a U.S. Holder who acquires a Note at a market
discount to treat as ordinary income any gain recognized on the
disposition of that Note to the extent of the accrued market
discount on that Note at the time of disposition, unless the
U.S. Holder elects to include market discount in income
currently as it accrues with a corresponding increase in the
U.S. Holder&#146;s adjusted tax basis in the Note. If a U.S.
Holder disposes of a Note with market discount in certain
otherwise non-taxable transactions, the U.S. Holder must include
accrued market discount as ordinary income as if the U.S. Holder
had sold the Note at its then fair market value. A U.S. Holder
will not recognize income for any accrued market discount
attributable to a Note converted into Common Stock. Upon
disposition of such Common Stock received, however, any gain
will be treated as ordinary income to the extent of such accrued
market discount not previously included in income.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The election to include market discount in income
currently, once made, applies to all market discount obligations
acquired on or after the first taxable year to which the
election applies and may not be revoked without the consent of
the IRS. In general, market discount will be treated as accruing
on a straight-line basis over the remaining term of the Note at
the time of acquisition, or, at the election of the U.S. Holder,
under a constant yield method. A U.S. Holder who acquires a Note
at a market discount and who does not elect to include accrued
market discount in income currently may be required to defer the
deduction of a portion of the interest on any indebtedness
incurred or maintained to purchase or carry the Note until the
Note is disposed of in a taxable transaction. If a Note with
accrued market discount is converted into Common Stock pursuant
to the conversion feature, the amount of such accrued market
discount not previously included in income generally will be
taxable as ordinary income on disposition of the Common Stock.
</FONT>

<P align="left">
<B><FONT size="2">Amortizable Premium</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A U.S. Holder who purchases a Note at a premium
over its stated principal amount will not include OID in income.
A U.S. Holder who purchases a Note at a premium may elect to
amortize that premium with a corresponding decrease in the
adjusted tax basis from the purchase date to the Note&#146;s
maturity date under a constant-yield method that reflects
semiannual compounding based on the Note&#146;s payment period,
but subject to special limitations if the Note is subject to
optional redemption at a premium. Amortizable premium will not
include any premium attributable to a Note&#146;s conversion
feature. The premium attributable to the conversion feature
generally is the excess, if any, of the Note&#146;s purchase
price over what the Note&#146;s fair market value would be if
there were no conversion feature. Amortized premium is treated
as an offset to interest income on a Note and not as a separate
deduction. Under Treasury Regulations, the amount of amortizable
bond premium that a U.S. Holder may deduct in any accrual period
is limited to the amount by which the holder&#146;s total
interest inclusions on the Note in prior accrual periods exceed
the total amount treated by the holder as a bond premium
deduction in prior accrual periods. If any of the excess bond
premium is not deductible, that amount is carried forward to the
next accrual period. The election to amortize premium on a
constant yield method, once made, applies to all debt
obligations held or subsequently acquired by the electing U.S.
Holder on or after the first day of the first taxable year to
which the election applies and may not be revoked without the
consent of the IRS. If an election to amortize premium is not
made, a U.S. Holder must include all amounts of interest without
reduction for such premium, and may receive a tax benefit from
the
</FONT>

<P align="center"><FONT size="2">52
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">premium only in computing such U.S. Holder&#146;s
gain or loss on disposition of the Note. Investors should
consult their own advisors concerning the advisability of
electing to amortize premium.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A U.S. Holder who acquires a Note issued with
more than a <I>de minimis</I> amount of OID for an amount less
than or equal to the principal amount of the Note, but in excess
of the adjusted issue price of such Note will generally be
deemed to have acquired the Notes with acquisition premium.
Under the acquisition premium rules, a holder is generally
required to reduce daily portions of OID on a Note by the amount
of acquisition premium allocable to such day.
</FONT>

<P align="left">
<B><FONT size="2">Dividends</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As discussed in &#147; &#151;&nbsp;Dividend
Policy,&#148; we have not paid cash dividends on our Common
Stock and we do not anticipate paying cash dividends in the
foreseeable future. However, if, after a U.S. Holder converts a
Note into Common Stock, we make a distribution in respect of
that stock, the distribution will be treated as a dividend,
taxable to the U.S. Holder as ordinary income, to the extent it
is paid from our current or accumulated earnings and profits. If
the distribution exceeds our current and accumulated profits,
the excess will be treated first as a nontaxable return of
capital reducing the U.S. Holder&#146;s tax basis in the U.S.
Holder&#146;s stock. Any remaining excess will be treated as
capital gain. We are required to provide shareholders who
receive dividends with an information return on
Form&nbsp;1099-DIV that states the extent to which the dividend
is paid from our current or accumulated earnings and profits and
is thus taxable. If the U.S. Holder is a U.S. corporation, it
generally would be able to claim a deduction equal to a portion
of any dividends received.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The terms of the Notes allow for changes in the
conversion price of the Notes in certain circumstances. A change
in conversion price that allows U.S. Holders of Notes to receive
more shares of Common Stock on conversion may increase those
Noteholders&#146; proportionate interests in our earnings and
profits or assets. In that case, those Noteholders would be
treated as though they received a dividend in the form of our
stock. Such a constructive stock dividend could be taxable to
those Noteholders, although they would not actually receive any
cash or other property. A taxable constructive stock dividend
would result to U.S. Holders of Notes, for example, if the
conversion price were adjusted to compensate Noteholders for
distributions of cash or property to our shareholders. Not all
changes in conversion price that allow Noteholders to receive
more stock on conversion, however, increase the
Noteholders&#146; proportionate interests in us. For instance, a
change in conversion price could simply prevent the dilution of
the Noteholders&#146; interests upon a stock split or other
change in capital structure. Changes of this type, if made under
a bona fide, reasonable adjustment formula, are not treated as
constructive stock dividends. On the other hand, if an event
occurs that dilutes the Noteholders&#146; interests and the
conversion price is not adjusted, the resulting increase in the
proportionate interests of our shareholders could be treated as
a taxable stock dividend to the shareholders. Any taxable
constructive stock dividends resulting from a change to, or
failure to change, the conversion price would be treated in the
same manner as dividends paid in cash or other property. Such
dividends would result in ordinary income to the recipient, to
the extent of our current or accumulated earnings and profits,
with any excess treated as a nontaxable return of capital or as
capital gain.
</FONT>

<P align="left">
<B><FONT size="2">Sale of Common Stock</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A U.S. Holder will generally recognize capital
gain or loss on a sale or exchange of Common Stock except to the
extent of accrued market discount not previously included in
income. See &#147;Market Discount&#148; above. The U.S.
Holder&#146;s gain or loss will equal the difference between the
amount realized by the U.S. Holder and the U.S. Holder&#146;s
adjusted tax basis in the stock. The amount realized by the U.S.
Holder will include the amount of any cash and the fair market
value of any other property received for the stock. Capital gain
or loss recognized by a U.S. Holder on a sale or exchange of
stock will be long-term if the holder held the stock for more
than one year. Long-term capital gain of non-corporate taxpayers
is taxed at lower rates than those applicable to ordinary
income. The deductibility of capital loss is subject to certain
limitations.
</FONT>

<P align="center"><FONT size="2">53
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
<B><FONT size="2">Backup Withholding and Information
Reporting</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Code and the Treasury Regulations require
those who make specified payments to report the payments to the
IRS. Among the specified payments are interest, OID, dividends,
and proceeds paid by brokers to their customers. This reporting
regime is reinforced by &#147;backup withholding&#148; rules.
These rules require the payors to withhold tax from payments
subject to information reporting if the recipient fails to
cooperate with the reporting regime by failing to provide the
recipient&#146;s taxpayer identification number to the payor or
by furnishing an incorrect identification number, or if the
recipient has been notified by the IRS that the recipient has
failed to report interest or dividends on the recipient&#146;s
returns. The information reporting and backup withholding rules
do not apply to payments to corporations, tax-exempt
organizations and certain foreign persons, provided their
exemptions from backup withholding are properly established.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payments of interest, OID or dividends to
individual U.S. Holders of Notes or Common Stock generally will
be subject to information reporting, and generally will be
subject to backup withholding unless the U.S. Holder provides us
or our paying agent with a correct taxpayer identification
number.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payments made to U.S. Holders by a broker upon a
sale of Notes or Common Stock generally will be subject to
information reporting and backup withholding. If, however, the
sale is made through a foreign office of a U.S. broker, the sale
will be subject to information reporting but not backup
withholding. If the sale is made through a foreign office of a
foreign broker, the sale generally will not be subject to either
information reporting or backup withholding. This exception may
not apply, however, if the foreign broker is owned or controlled
by U.S. persons, or is engaged in a U.S. trade or business.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any amounts withheld from a payment to a U.S.
Holder of Notes or Common Stock under the backup withholding
rules can be credited against any U.S. federal income tax
liability of the U.S. Holder.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">Non-U.S. Holders</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This subsection describes the U.S. federal tax
consequences to a Non-U.S. Holder.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In general, subject to the discussion below
concerning backup withholding:
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;Payments of principal, interest
(including additional interest), or OID on the Notes by us or
our paying agent to a beneficial owner of a Note that is a
Non-U.S. Holder will not be subject to U.S. federal income tax
or U.S. withholding tax, provided that, in the case of interest
(including additional interest) and OID on the Notes,
(i)&nbsp;such Non-U.S. Holder does not own, actually or
constructively, 10% or more of the total combined voting power
of all classes of our stock entitled to vote within the meaning
of Section&nbsp;871(h)(3) of the Code, (ii)&nbsp;such Non-U.S.
Holder is not a &#147;controlled foreign corporation&#148;
within the meaning of Section&nbsp;957(a) of the Code with
respect to which we are a &#147;related person&#148; within the
meaning of Section 864(d)(4) of the Code, and (iii)&nbsp;the
certification requirements under Section 871(h) or
Section&nbsp;881(c) of the Code and Treasury Regulations
thereunder (discussed below) are satisfied;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;A Non-U.S. Holder of a Note or Common
Stock will not be subject to U.S. federal income tax on gains
realized on the sale, exchange or other disposition of such Note
or Common Stock unless (i)&nbsp;such Non-U.S. Holder is an
individual who holds the Common Stock as a capital asset and is
present in the U.S. for 183&nbsp;days or more in the taxable
year of sale, exchange or other disposition, and certain
conditions are met, (ii)&nbsp;such gain is effectively connected
with the conduct by the Non-U.S. Holder of a trade or business
in the U.S. and, if certain U.S. income tax treaties apply, is
attributable to a U.S. permanent establishment maintained by the
Non-U.S. Holder, (iii)&nbsp;the Non-U.S. Holder is subject to
Code provisions applicable to certain U.S. expatriates, or
(iv)&nbsp;in the case of Common Stock held by a person who holds
more than 5% of such stock, we are or have been, at any time
within the shorter of the five-year period preceding such sale
or other disposition or the period such Non-U.S. Holder held the
Common Stock, a U.S. real property holding corporation
(USRPHC)&nbsp;within the meaning of Section&nbsp;897(c)(2) of
the Code for U.S. federal income tax purposes. We do not believe
that we are currently a USRPHC or that we will become one in the
future; and
</FONT>

<P align="center"><FONT size="2">54
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;Interest (including additional interest)
and OID on the Notes not excluded from U.S. federal income tax
or U.S. withholding tax as described in (a)&nbsp;above and
dividends on Common Stock after conversion generally will be
subject to U.S. withholding tax at a 30% rate, except where an
applicable U.S. income tax treaty provides for the reduction or
elimination of such withholding tax.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Even if a Non-U.S. Holder is eligible for a lower
treaty rate, we and other payors will generally be required to
withhold at a 30% rate (rather than the lower treaty rate) on
dividend payments (including additional interest and
constructive dividends) on Common Stock to the Non-U.S. Holder,
unless the Non-U.S. Holder has furnished to us or another payor:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a valid IRS Form&nbsp;W-8BEN or an acceptable
    substitute form upon which the Non-U.S. Holder certifies, under
    penalties of perjury, its status as a non-U.S. person and its
    entitlement to the lower treaty rate with respect to such
    payments, or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">in the case of payments made outside the U.S. to
    an offshore account (generally, an account maintained by such
    Non-U.S. Holder at an office or branch of a bank or other
    financial institution at any location outside the United
    States), other documentary evidence establishing the Non-U.S.
    Holder&#146;s entitlement to the lower treaty rate in accordance
    with U.S. Treasury regulations.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">If a Non-U.S. Holder is eligible for a reduced
rate of U.S. withholding tax under a tax treaty, such Non-U.S.
Holder may obtain a refund of any amounts withheld in excess of
that rate by filing a refund claim with the IRS.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">To satisfy the certification requirements
referred to in (a) (iii)&nbsp;above, Sections&nbsp;871(h) and
881(c) of the Code and Treasury Regulations thereunder require
that either (i)&nbsp;the beneficial owner of a Note certify,
under penalties of perjury, to us or our paying agent, as the
case may be, that such owner is a Non-U.S. Holder, or
(ii)&nbsp;a securities clearing organization, bank or other
financial institution that holds customer securities in the
ordinary course of its trade or business (each a &#147;Financial
Institution&#148;) and holds the Note on behalf of the
beneficial owner thereof certify, under penalties of perjury, to
us or our paying agent, as the case may be, that such
certificate has been received from the beneficial owner and
furnish the payor with a copy thereof. Such requirement will be
fulfilled if the beneficial owner of a Note certifies on IRS
Form&nbsp;W-8 BEN, under penalties of perjury, that it is a
Non-U.S. Holder or any Financial Institution holding the Note on
behalf of the beneficial owner files a statement with the
withholding agent to the effect that it has received such a
statement from the beneficial owner (and furnishes the
withholding agent with a copy thereof).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If a Non-U.S. Holder of a Note or Common Stock is
engaged in a trade or business in the U.S. and if interest
(including additional interest) or OID on the Note, dividends on
the Common Stock, or gain realized on the sale, exchange or
other disposition of the Note or Common Stock is effectively
connected with the conduct of such trade or business (and, if
certain tax treaties apply, is attributable to a U.S. permanent
establishment maintained by the Non-U.S. Holder in the U.S.),
the Non-U.S. Holder, although exempt from U.S. withholding tax
(provided that the certification requirements discussed in the
next sentence are met), will generally be subject to U.S.
federal income tax on such interest (including additional
interest), OID, dividends or gain on a net income basis in the
same manner as if it were a U.S. Holder. In lieu of the
certificate described above, such a Non-U.S. Holder will be
required, under currently effective Treasury Regulations, to
provide us with a properly executed IRS Form&nbsp;W-8ECI in
order to claim an exemption from U.S. tax withholding. In
addition, if such Non-U.S. Holder is a foreign corporation, it
may be subject to a branch profits tax equal to 30% (or such
lower rate provided by an applicable U.S. income tax treaty) of
a portion of its effectively connected earnings and profits for
the taxable year.
</FONT>

<P align="left">
<B><FONT size="2">United States Federal Estate Tax</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A Note held by an individual who at the time of
death is not a citizen or resident of the U.S. (as specially
defined for U.S.&nbsp;federal estate tax purposes) will not be
subject to U.S.&nbsp;federal estate tax if the individual did
not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock and, at the
time of the individual&#146;s death, payments with respect to
such Note would not have been effectively connected with the
conduct by such individual of a trade or business in the
U.S.&nbsp;Common Stock held by an
</FONT>

<P align="center"><FONT size="2">55
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">individual who at the time of death is not a
citizen or resident of the U.S.&nbsp;(as specially defined for
U.S.&nbsp;federal estate tax purposes) will be included in such
individual&#146;s estate for U.S.&nbsp;federal estate tax
purposes, unless an applicable U.S.&nbsp;estate tax treaty
otherwise applies.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Non-U.S.&nbsp;Holders should consult with their
tax advisors regarding U.S.&nbsp;federal, state, local and
foreign tax consequences with respect to the Notes and Common
Stock.
</FONT>

<P align="left">
<B><FONT size="2">Backup Withholding and Information
Reporting</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the case of payments of interest (including
additional interest) or OID on a Note to a Non-U.S.&nbsp;Holder,
backup withholding and information reporting will not apply to
payments with respect to which either requisite certification
has been received or an exemption has otherwise been established
(provided that neither we nor a paying agent has actual
knowledge or reason to know that the holder is a
U.S.&nbsp;Holder or that the conditions of any other exemption
are not in fact satisfied). However, we and other payors are
required to report payments of interest (including additional
interest) or OID on such Non-U.S.&nbsp;Holders&#146; Notes on
IRS Form&nbsp;1042-S even if the payments are not otherwise
subject to information reporting requirements.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Dividends on the Common Stock paid to
Non-U.S.&nbsp;Holders that are subject to U.S.&nbsp;withholding
tax, as described above, generally will be exempt from
U.S.&nbsp;backup withholding tax but will be subject to certain
information reporting requirements.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payments of the proceeds of the sale of a Note or
Common Stock to or through a foreign office of a
U.S.&nbsp;broker or a foreign office of a broker that is a
U.S.&nbsp;related person (either a &#147;controlled foreign
corporation&#148; or a foreign person, 50% or more of whose
gross income from all sources for the three-year period ending
with the close of its taxable year preceding the payment was
effectively connected with the conduct of a trade or business
within the U.S.), or a foreign partnership, if at any time
during its tax year, one or more of its partners are
U.S.&nbsp;persons who in the aggregate hold more than 50% of the
income or capital interests in the partnership, or such foreign
partnership is engaged in a U.S.&nbsp;trade or business, are
subject to certain information reporting requirements, unless
the payee is an exempt recipient or such broker has evidence in
its records that the payee is a Non-U.S.&nbsp;Holder and no
actual knowledge or reason to know that such evidence is false
and certain other conditions are met. Such payments are not
currently subject to backup withholding.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payments of the proceeds of a sale of a Note or
Common Stock to or through the U.S.&nbsp;office of a broker will
be subject to information reporting and backup withholding
unless the payee certifies under penalties of perjury as to his
or her status as a Non-U.S.&nbsp;Holder and satisfies certain
other qualifications (and no agent of the broker who is
responsible for receiving or reviewing such statement has actual
knowledge or reason to know that it is incorrect) and provides
his or her name and address or the payee otherwise establishes
an exemption.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If an investor fails to establish an exemption
and the broker does not possess adequate documentation of the
investor&#146;s status as a non-U.S. person, the payments may be
subject to information reporting and backup withholding.
However, backup withholding will not apply with respect to
payments made to an offshore account maintained by an investor
unless the broker has actual knowledge that the investor is a
U.S.&nbsp;person.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Payments of the proceeds of the sale of a Note or
Common Stock to or through a foreign office of a broker will not
be subject to information reporting or backup withholding.
However, a sale effected at a foreign office of a broker will be
subject to information reporting and backup withholding if the
proceeds are transferred to an account maintained by the
investor in the United States, the payment of proceeds or the
confirmation of the sale is mailed to the investor at a
U.S.&nbsp;address, or the sale has some other specified
connection with the U.S. as provided in U.S.&nbsp;Treasury
regulations, unless the broker does not have actual knowledge or
reason to know that the investor is a U.S.&nbsp;person and the
documentation requirements described above (relating to a sale
of Notes effected at a U.S.&nbsp;office of a broker) are met or
the investor otherwise establishes an exemption.
</FONT>

<P align="center"><FONT size="2">56
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any amounts withheld under the backup withholding
rules from a payment to a holder of a Note or Common Stock will
be allowed as a refund or credit against such holder&#146;s
U.S.&nbsp;federal income tax liability provided that the
required information is furnished to the IRS in a timely manner.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A holder of a Note or Common Stock should consult
with its tax advisor regarding the application of the backup
withholding rules to its particular situation, the availability
of an exemption therefrom and the procedure for obtaining such
an exemption, if available.
</FONT>

<!-- link1 "LEGAL MATTERS" -->
<DIV align="left"><A NAME="012"></A></DIV>

<P align="center">
<B><FONT size="2">LEGAL MATTERS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The validity of the Notes and the shares of
Common Stock issuable upon conversion of the Notes will be
passed upon for us by Morrison&nbsp;&#38; Foerster LLP, San
Francisco, California.
</FONT>

<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="013"></A></DIV>

<P align="center">
<B><FONT size="2">EXPERTS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The consolidated financial statements of JDS
Uniphase Corporation appearing in JDS Uniphase
Corporation&#146;s Annual Report (Form&nbsp;10-K) for the year
ended June&nbsp;30, 2003, have been audited by Ernst&nbsp;&#38;
Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
</FONT>

<P align="center"><FONT size="2">57
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">
</FONT>
</DIV>

<P align="center">
<IMG src="f94556orf9455601.gif" alt="(JDS UNIPHASE LOGO)">

<DIV>&nbsp;</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B><FONT size="2">PART II</FONT></B>

<P align="center">
<B><FONT size="2">INFORMATION NOT REQUIRED IN
PROSPECTUS</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="91%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">Item&nbsp;14.</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">Other Expenses of Issuance and
    Distribution</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table sets forth the expenses,
other than underwriting discounts and commissions, in connection
with the offering of the securities being registered. All the
amounts shown are estimates except for the registration fee.
</FONT>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="83%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Securities and Exchange Commission Registration
    Fee
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38,428</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Nasdaq Listing Fee
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,500</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Printing Fees
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Legal Fees and Expenses
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">30,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounting Fees and Expenses
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">30,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Trustee&#146;s Fees and Expenses
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Miscellaneous
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">72</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Total
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">141,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">None of the expenses listed above will be borne
by the selling securityholders.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="91%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">Item&nbsp;15.</FONT></B></TD>
    <TD>
    <B><I><FONT size="2">Indemnification of Directors and
    Officers</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Reference is made to Section&nbsp;102(b)(7) of
the Delaware General Corporation Law (the &#147;DGCL&#148;),
which permits a corporation in its certificate of incorporation
or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director&#146;s
fiduciary duty, except (i)&nbsp;for any breach of the
director&#146;s fiduciary duty of loyalty to the corporation or
its stockholders, (ii)&nbsp;for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (iii)&nbsp;pursuant to Section&nbsp;174 of the
DGCL (providing for liability of directors for unlawful payment
of dividends or unlawful stock purchases or redemptions), or
(iv)&nbsp;for any transaction from which the director derived an
improper personal benefit. The Registrant&#146;s Amended and
Restated Certificate of Incorporation contains provisions
permitted by Section&nbsp;102(b)(7) of the DGCL.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Reference is made to Section&nbsp;145 of the DGCL
which provides that a corporation may indemnify any persons,
including directors and officers, who are, or are threatened to
be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such
person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses
(including attorney&#146;s fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding,
provided such director, officer, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation&#146;s best interests and, with
respect to any criminal actions or proceedings, had no
reasonable cause to believe that his or her conduct was
unlawful. A Delaware corporation may indemnify directors and/or
officers in an action or suit by or in the right of the
corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
director or officer is adjudged to be liable to the corporation.
Where a director or officer is successful on the merits or
otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which
such director or officer actually and reasonably incurred.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Registrant&#146;s Amended and Restated
Certificate of Incorporation provides indemnification of
directors and officers of the Registrant to the fullest extent
permitted by the DGCL. The Registrant has obtained liability
insurance for each director and officer of the Registrant for
certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the
Registrant.
</FONT>

<P align="center"><FONT size="2">II-1
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The above discussion of the Registrant&#146;s
Amended and Restated Certificate of Incorporation and
Sections&nbsp;102(b)(7) and 145 of the DGCL is not intended to
be exhaustive and is qualified in its entirety by such Amended
and Restated Certificate of Incorporation and statutes.
</FONT>

<P align="left">
<B><FONT size="2">Item&nbsp;16.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits
and Financial Statement Schedules</I></FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="72%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Exhibit</FONT></B></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number</FONT></B></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Description of Exhibit</FONT></B></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">3.1(1)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Restated Certificate of Incorporation.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">3.2(2)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Certificate of Designation of the Series&nbsp;B
    Preferred Stock.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">3.3(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Certificate of Designation of the Special Voting
    Stock.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">3.4(9)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amended and Restated Bylaws of JDS Uniphase
    Corporation.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.1(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Exchangeable Share Provisions attaching to the
    Exchangeable Shares of JDS Uniphase Canada Ltd.
    (Formerly&nbsp;3506967 Canada Inc.).
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.2(5)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Voting and Exchange Trust Agreement between JDS
    Uniphase, JDS Uniphase Canada Ltd. and CIBC Mellon Trust Company.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.3(6)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Exchangeable Share Support Agreement between JDS
    Uniphase, JDS Uniphase Canada Ltd. and JDS Uniphase Nova Scotia
    Company.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.4(7)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Registration Rights Agreement between JDS
    Uniphase, JDS Uniphase Canada Ltd. and The Furukawa Electric
    Co., Ltd.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.5(8)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Fifth Amended and Restated Rights Agreement
    between JDS Uniphase and American Stock Transfer&nbsp;&#38;
    Trust Company.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.6(10)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amended and Restated Rights Agreement between JDS
    Uniphase Canada Ltd. and CIBC Mellon Trust Company (Amended and
    Restated as of February&nbsp;6, 2003).
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Indenture, dated as of October&nbsp;31, 2003
    between JDS Uniphase Corporation and The Bank of New York, as
    Trustee
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Form of Global Note (included in Exhibit&nbsp;4.7)
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Registration Rights Agreement, dated as of
    October&nbsp;31, 2003, by and among JDS Uniphase Corporation and
    Morgan Stanley&nbsp;&#38; Co. Incorporated, Goldman,
    Sachs&nbsp;&#38; Co., and CIBC World Markets Corp.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Opinion of Morrison&nbsp;&#38; Foerster LLP
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">12.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Calculation of computation of ratio of earnings
    to fixed charges
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Consent of Independent Auditors
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Consent of Morrison&nbsp;&#38; Foerster LLP
    (included in Exhibit&nbsp;5.1)
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">24.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Power of Attorney (included in the signature page
    to this Registration Statement)
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">25.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Statement of Eligibility under the Trust
    Indenture Act of 1939 of a Corporation Designated to Act as
    Trustee of The Bank of New York (Form&nbsp;T-1)
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="1%"></TD>
    <TD width="4%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(1)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;3.1 of
    the Company&#146;s Annual Report on Form&nbsp;10-K/ A filed
    February&nbsp;13, 2001.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(2)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;3(i)(d)
    of the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;28, 1998.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(3)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.1 of
    the Company&#146;s Registration Statement on Form&nbsp;S-3 filed
    July&nbsp;14, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(4)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to the Company&#146;s
    definitive Proxy Statement on Schedule&nbsp;14A filed
    June&nbsp;2, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(5)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.2 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;1, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(6)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.3 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;1, 1999.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">II-2
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="1%"></TD>
    <TD width="4%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(7)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.5 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;1, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(8)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;1 of
    the Company&#146;s Registration Statement on Form&nbsp;8-A12G/ A
    filed February&nbsp;18, 2003.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(9)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;3.5 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;24, 2003.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(10)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.6 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;24, 2003.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><FONT size="2">Item&nbsp;17.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Undertakings</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The undersigned Registrant hereby undertakes:
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(1)&nbsp;To file, during any period in which
offers or sales are being made, a post-effective amendment to
this registration statement:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;To include any prospectus required by
    Section&nbsp;10(a)(3) of the Securities Act of 1933;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;To reflect in the prospectus any facts
    or events arising after the effective date of the registration
    statement (or the most recent post-effective amendment thereof)
    which, individually or in the aggregate, represent a fundamental
    change in the information set forth in this registration
    statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar
    value of securities offered would not exceed that which was
    registered) and any deviation from the low or high of the
    estimated maximum offering range may be reflected in the form of
    prospectus filed with the Commission pursuant to
    Rule&nbsp;424(b) if, in the aggregate, the changes in volume and
    price represent no more than a 20&nbsp;percent change in the
    maximum aggregate offering price set forth in the
    &#147;Calculation of Registration Fee&#148; table in the
    effective registration statement; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;To include any material information
    with respect to the plan of distribution not previously
    disclosed in this registration statement or any material change
    to such information in this registration statement;
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">provided, however,
</FONT></I><FONT size="2">that subparagraphs (i)&nbsp;and
(ii)&nbsp;do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed by the Registrant
pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the
Securities Exchange Act of 1934, that are incorporated by
reference in this registration statement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(2)&nbsp;That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial <I>bona fide </I>offering thereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(3)&nbsp;To remove from registration by means of
a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The undersigned Registrant hereby further
undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant&#146;s
annual reports pursuant to Section&nbsp;13(a) or
Section&nbsp;15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section&nbsp;15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial <I>bona fide </I>offering thereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described under Item&nbsp;15 above, or otherwise,
the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a
</FONT>

<P align="center"><FONT size="2">II-3
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
<FONT size="2">claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
</FONT>
</DIV>

<P align="center"><FONT size="2">II-4
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="014"></A></DIV>

<P align="center">
<B><FONT size="2">SIGNATURES</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form&nbsp;S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of San Jose, state of
California, on the 14th&nbsp;day of November 2003.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">JDS UNIPHASE CORPORATION
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="center">
    <FONT size="2">/s/ KEVIN J. KENNEDY
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <FONT size="2">Kevin J. Kennedy, Ph.D.
    </FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <I><FONT size="2">Chief Executive Officer</FONT></I></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <I><FONT size="2">(Principal Executive Officer)</FONT></I></TD>
</TR>

</TABLE>

<P align="center">
<B><FONT size="2">POWER OF ATTORNEY</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints
Kevin J. Kennedy,&nbsp;Ph.D. and Ronald C. Foster, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this filing on Form&nbsp;S-3, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming that said
attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the requirements of the Securities
Exchange Act of 1933, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="32%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="37%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="15%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Signature</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Title</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Date</FONT></B></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <FONT size="2">/s/ KEVIN J. KENNEDY<BR>
    <HR size="1" noshade>Kevin J. Kennedy, Ph.D.
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Chief Executive Officer (Principal Executive
    Officer)
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;14, 2003
    </FONT></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <FONT size="2">/s/ RONALD C. FOSTER<BR>
    <HR size="1" noshade>Ronald C. Foster
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Executive Vice President and Chief Financial
    Officer (Principal Financial and Accounting Officer)
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;14, 2003
    </FONT></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <FONT size="2">/s/ JOZEF STRAUS<BR>
    <HR size="1" noshade>Jozef Straus
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;14, 2003
    </FONT></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <FONT size="2">/s/ BRUCE D. DAY<BR>
    <HR size="1" noshade>Bruce D. Day
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;14, 2003
    </FONT></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <BR>
    <HR size="1" noshade><FONT size="2">Robert E. Enos
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;&nbsp;&nbsp;, 2003
    </FONT></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <FONT size="2">/s/ PETER A. GUGLIELMI<BR>
    <HR size="1" noshade>Peter A. Guglielmi
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;14, 2003
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">II-5
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="32%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="37%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="15%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Signature</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Title</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Date</FONT></B></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <FONT size="2">/s/ MARTIN A. KAPLAN<BR>
    <HR size="1" noshade>Martin A. Kaplan
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Chairman
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;14, 2003
    </FONT></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <FONT size="2">/s/ RICHARD T. LIEBHABER<BR>
    <HR size="1" noshade>Richard T. Liebhaber
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;14, 2003
    </FONT></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" valign="top">
    <FONT size="2">/s/ CASIMIR S. SKRZYPCZAK<BR>
    <HR size="1" noshade>Casimir S. Skrzypczak
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">November&nbsp;14, 2003
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">II-6
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="015"></A></DIV>

<P align="center">
<B><FONT size="2">EXHIBIT INDEX</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="10%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="77%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Exhibit Number</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Description of Exhibit</FONT></B></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">3</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.1(1)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Restated Certificate of Incorporation.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">3</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.2(2)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Certificate of Designation of the Series&nbsp;B
    Preferred Stock.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">3</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.3(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Certificate of Designation of the Special Voting
    Stock.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">3</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.4(9)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amended and Restated Bylaws of JDS Uniphase
    Corporation.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.1(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Exchangeable Share Provisions attaching to the
    Exchangeable Shares of JDS Uniphase Canada Ltd. (Formerly
    3506967 Canada Inc.).
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.2(5)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Voting and Exchange Trust Agreement between JDS
    Uniphase, JDS Uniphase Canada Ltd. and CIBC Mellon Trust Company.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.3(6)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Exchangeable Share Support Agreement between JDS
    Uniphase, JDS Uniphase Canada Ltd. and JDS Uniphase Nova Scotia
    Company.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.4(7)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Registration Rights Agreement between JDS
    Uniphase, JDS Uniphase Canada Ltd. and The Furukawa Electric
    Co., Ltd.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.5(8)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Fifth Amended and Restated Rights Agreement
    between JDS Uniphase and American Stock Transfer &#38; Trust
    Company.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.6(10)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amended and Restated Rights Agreement between JDS
    Uniphase Canada Ltd. and CIBC Mellon Trust Company (Amended and
    Restated as of February&nbsp;6, 2003).
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Indenture, dated as of October&nbsp;31, 2003
    between JDS Uniphase Corporation and The Bank of New York, as
    Trustee
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Form of Global Note (included in Exhibit&nbsp;4.7)
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">4</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Registration Rights Agreement, dated as of
    October&nbsp;31, 2003, by and among JDS Uniphase Corporation and
    Morgan Stanley &#38; Co. Incorporated, Goldman, Sachs &#38; Co.,
    and CIBC World Markets Corp.
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">5</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Opinion of Morrison &#38; Foerster LLP
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">12</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Calculation of computation of ratio of earnings
    to fixed charges
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">23</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Consent of Independent Auditors
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">23</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Consent of Morrison &#38; Foerster LLP (included
    in Exhibit&nbsp;5.1)
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">24</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Power of Attorney (included in the signature page
    to this Registration Statement)
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top" nowrap><FONT size="2">25</FONT></TD>
    <TD align="left" valign="top" nowrap><FONT size="2">.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Statement of Eligibility under the Trust
    Indenture Act of 1939 of a Corporation Designated to Act as
    Trustee of The Bank of New York (Form&nbsp;T-1)
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="1%"></TD>
    <TD width="4%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(1)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;3.1 of
    the Company&#146;s Annual Report on Form&nbsp;10-K/ A filed
    February&nbsp;13, 2001.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(2)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;3(i)(d)
    of the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;28, 1998.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(3)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.1 of
    the Company&#146;s Registration Statement on Form&nbsp;S-3 filed
    July&nbsp;14, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(4)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to the Company&#146;s
    definitive Proxy Statement on Schedule&nbsp;14A filed
    June&nbsp;2, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(5)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.2 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;1, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(6)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.3 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;1, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(7)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.5 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;1, 1999.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(8)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;1 of
    the Company&#146;s Registration Statement on Form&nbsp;8-A12G/A
    filed February&nbsp;18, 2003.
    </FONT></TD>
</TR>

</TABLE>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(9)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;3.5 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;24, 2003.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(10)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Incorporated by reference to Exhibit&nbsp;4.6 of
    the Company&#146;s Annual Report on Form&nbsp;10-K filed
    September&nbsp;24, 2003.
    </FONT></TD>
</TR>

</TABLE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>3
<FILENAME>f94556orexv4w7.txt
<DESCRIPTION>EXHIBIT 4.7
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.7

                            JDS UNIPHASE CORPORATION

                                    as Issuer

                                       AND

                              THE BANK OF NEW YORK

                                   as Trustee

                                   ----------

                                    INDENTURE

                          Dated as of October 31, 2003

                                   ----------


                  Zero Coupon Senior Convertible Notes due 2010

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



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                                                       Page
                                                                                                                       ----
<S>            <C>                                                                                                     <C>
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..........................................................1

  Section 1.01.  Definitions...............................................................................................1

  Section 1.02.  Compliance Certificates And Opinions......................................................................9

  Section 1.03.  Form Of Documents Delivered To Trustee...................................................................10

  Section 1.04.  Acts Of Holders; Record Dates............................................................................10

  Section 1.05.  Notices, Etc., to Trustee and Company....................................................................11

  Section 1.06.  Notice To Holders; Waiver................................................................................11

  Section 1.07.  Conflict With Trust Indenture Act........................................................................12

  Section 1.08.  Effect Of Headings And Table Of Contents.................................................................12

  Section 1.09.  Successors And Assigns...................................................................................12

  Section 1.10.  Separability Clause......................................................................................12

  Section 1.11.  Benefits Of Indenture....................................................................................12

  Section 1.12.  Governing Law............................................................................................12

  Section 1.13.  Legal Holiday............................................................................................12

  Section 1.14.  No Recourse Against Others...............................................................................13

ARTICLE 2 SECURITY FORMS..................................................................................................13

  Section 2.01.  Forms Generally..........................................................................................13

  Section 2.02.  Form Of Face Of Security.................................................................................13

  Section 2.03.  Form Of Reverse Of Security..............................................................................17

  Section 2.04.  Form Of Trustee's Certificate Of Authentication..........................................................26

  Section 2.05.  Legend On Restricted Securities..........................................................................26

ARTICLE 3 THE SECURITIES..................................................................................................26

  Section 3.01.  Title And Terms..........................................................................................26

  Section 3.02.  Denominations............................................................................................26

  Section 3.03.  Execution, Authentication, Delivery And Dating...........................................................27

  Section 3.04.  Temporary Securities.....................................................................................27

  Section 3.05.  Registration; Registration Of Transfer And Exchange; Restrictions On Transfer............................27
</Table>


                                       i
<PAGE>

<Table>


<S>            <C>                                                                                                     <C>
  Section 3.06.  Mutilated, Destroyed, Lost And Stolen Securities.........................................................29

  Section 3.07.  Persons Deemed Owners....................................................................................30

  Section 3.08.  Book-entry Provisions For Global Securities..............................................................30

  Section 3.09.  Cancellation.............................................................................................31

  Section 3.10.  Special Transfer Provision...............................................................................32

  Section 3.11.  CUSIP Numbers............................................................................................33

  Section 3.12.  Ranking..................................................................................................33

ARTICLE 4 SATISFACTION AND DISCHARGE......................................................................................34

  Section 4.01.  Satisfaction And Discharge Of Indenture..................................................................34

  Section 4.02.  Application Of Trust Money...............................................................................35

ARTICLE 5 REMEDIES........................................................................................................35

  Section 5.01.  Events Of Default........................................................................................35

  Section 5.02.  Acceleration Of Maturity; Rescission And Annulment.......................................................36

  Section 5.03.  Other Remedies...........................................................................................37

  Section 5.04.  Collection Of Indebtedness And Suits For Enforcement By Trustee..........................................37

  Section 5.05.  Trustee May File Proofs Of Claim.........................................................................38

  Section 5.06.  Application Of Money Collected...........................................................................38

  Section 5.07.  Limitation On Suits......................................................................................38

  Section 5.08.  Unconditional Right Of Holders To Receive Payment........................................................39

  Section 5.09.  Restoration Of Rights And Remedies.......................................................................39

  Section 5.10.  Rights And Remedies Cumulative...........................................................................39

  Section 5.11.  Delay Or Omission Not Waiver.............................................................................39

  Section 5.12.  Control By Holders.......................................................................................40

  Section 5.13.  Waiver Of Past Defaults..................................................................................40

  Section 5.14.  Undertaking For Costs....................................................................................40

  Section 5.15.  Waiver Of Stay Or Extension Laws.........................................................................40

ARTICLE 6 THE TRUSTEE.....................................................................................................41

  Section 6.01.  Certain Duties And Responsibilities......................................................................41

  Section 6.02.  Notice Of Defaults.......................................................................................41

  Section 6.03.  Certain Rights Of Trustee................................................................................41

  Section 6.04.  Not Responsible For Recitals.............................................................................42

  Section 6.05.  May Hold Securities......................................................................................43
</Table>

                                       ii

<PAGE>


<Table>


<S>            <C>                                                                                                     <C>
  Section 6.06.  Money Held In Trust......................................................................................43

  Section 6.07.  Compensation And Reimbursement...........................................................................43

  Section 6.08.  Disqualification; Conflicting Interests..................................................................44

  Section 6.09.  Corporate Trustee Required; Eligibility..................................................................44

  Section 6.10.  Resignation And Removal; Appointment Of Successor........................................................44

  Section 6.11.  Acceptance Of Appointment By Successor...................................................................45

  Section 6.12.  Merger, Conversion, Consolidation Or Succession To Business..............................................46

  Section 6.13.  Preferential Collection Of Claims Against................................................................46

ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY...........................................................46

  Section 7.01.  Company To Furnish Trustee Names And Addresses Of Holders................................................46

  Section 7.02.  Preservation Of Information; Communications To Holders...................................................46

  Section 7.03.  Reports By Trustee.......................................................................................47

  Section 7.04.  Reports By Company.......................................................................................47

ARTICLE 8 CONSOLIDATION, MERGER, CONVEY, TRANSFER OR LEASE................................................................48

  Section 8.01.  Company May Consolidate, Etc., Only On Certain Terms.....................................................48

  Section 8.02.  Successor Substituted....................................................................................48

ARTICLE 9 SUPPLEMENTAL INDENTURES.........................................................................................48

  Section 9.01.  Supplemental Indentures Without Consent Of Holders.......................................................48

  Section 9.02.  Supplemental Indentures With Consent Of Holders..........................................................49

  Section 9.04.  Execution Of Supplemental Indentures.....................................................................51

  Section 9.05.  Effect Of Supplemental Indentures........................................................................51

  Section 9.06.  Conformity With Trust Indenture Act......................................................................51

  Section 9.07.  Reference In Securities To Supplemental Indentures.......................................................51

ARTICLE 10 COVENANTS......................................................................................................51

  Section 10.01.  Payments................................................................................................51

  Section 10.02.  Maintenance Of Office Or Agency.........................................................................52

  Section 10.03.  Money For Security Payments To Be Held In Trust.........................................................52

  Section 10.04.  Statement By Officers As To Default.....................................................................53

  Section 10.05.  Existence...............................................................................................53

  Section 10.06.  Reports And Delivery Of Certain Information.............................................................54

  Section 10.07.  Resale Of Certain Securities............................................................................54
</Table>


                                      iii

<PAGE>


<Table>

<S>               <C>                                                                                                     <C>
  Section 10.08.  Book-Entry System.......................................................................................54

  Section 10.09.  Additional Interest Amounts Under The Registration Rights Agreement.....................................54

  Section 10.10.  Information For IRS Filings.............................................................................55

  Section 10.11.  Further Instruments And Acts............................................................................55

ARTICLE 11 REDEMPTION.....................................................................................................55

  Section 11.01.  The Company's Right To Redeem; Notice To Trustee........................................................55

  Section 11.02.  Selection Of Securities To Be Redeemed..................................................................55

  Section 11.03.  Notice of Redemption....................................................................................56

  Section 11.04.  Effect Of Notice Of Redemption..........................................................................57

  Section 11.05.  Deposit Of Redemption Price.............................................................................57

  Section 11.06.  Securities Redeemed In Part.............................................................................57

  Section 11.07.  Repayment To The Company................................................................................57

  Section 11.08.  Other Repurchases.......................................................................................57

ARTICLE 12 REPURCHASE OF SECURITIES AT THE OPTION OF HOLDERS ON A SPECIFIC DATE...........................................58

  Section 12.01.  Repurchase Of Securities At The Option Of Holders On A Specific Date....................................58

  Section 12.02.  Effect of Repurchase Notice.............................................................................60

  Section 12.03.  Deposit Of Repurchase Price.............................................................................60

  Section 12.04.  Securities Repurchased In Part..........................................................................61

  Section 12.05.  Covenant To Comply With Securities Laws Upon Repurchase Of Securities...................................61

  Section 12.06.  Repayment to the Company................................................................................61

ARTICLE 13 REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON DESIGNATED EVENT.....................................62

  Section 13.01.  Repurchase Of Securities At Option Of The Holder Upon Designated Event..................................62

  Section 13.02.  The Company's Right To Elect Manner Of Payment Of Designated Event Repurchase Price.....................65

  Section 13.03.  Effect Of Designated Event Repurchase Notice............................................................67

  Section 13.04.  Deposit Of Designated Event Repurchase Price............................................................68

  Section 13.05.  Securities Repurchased In Part..........................................................................69

  Section 13.06.  Covenant To Comply With Securities Laws Upon Repurchase Of Securities...................................69
</Table>

                                       iv

<PAGE>


<Table>


<S>               <C>                                                                                                    <C>
  Section 13.07.  Repayment To The Company................................................................................69

ARTICLE 14 PAYMENTS OF ADDITIONAL INTEREST AMOUNTS ON THE SECURITIES......................................................70

  Section 14.01.  Payment Of Additional Interest Amounts; Interest Rights Preserved.......................................70

ARTICLE 15 CONVERSION.....................................................................................................70

  Section 15.01.  Right To Convert........................................................................................70

  Section 15.02.  Conversion Procedure....................................................................................72

  Section 15.03.  Cash Payments In Lieu Of Fractional Shares..............................................................74

  Section 15.04.  Adjustment Of Conversion Price..........................................................................74

  Section 15.05.  Effect Of Reclassification, Consolidation, Merger Or Sale...............................................81

  Section 15.06.  Taxes On Shares Issued..................................................................................82

  Section 15.07.  Reservation Of Shares; Shares To Be Fully Paid; Compliance With Governmental
                  Requirements; Listing Of Common Stock...................................................................82

  Section 15.08.  Responsibility Of Trustee...............................................................................83

  Section 15.09.  Notice To Holders Prior To Certain Actions..............................................................83

  Section 15.10.  Cash Conversion Option..................................................................................84

  Section 15.11.  Company Determination Final.............................................................................86
</Table>


                                       v

<PAGE>


         INDENTURE, dated as of October 31, 2003, between JDS UNIPHASE
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware, as Issuer (herein called the "COMPANY"), having its principal
office at 1768 Automation Parkway, San Jose, California 95131, and THE BANK OF
NEW YORK, a New York banking corporation, as Trustee (herein called the
"TRUSTEE").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of Zero Coupon
Senior Convertible Notes due 2010 (each a "SECURITY" and collectively, the
"SECURITIES") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.

         All things necessary to make the Securities, when 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 agreement of the Company, in accordance with the terms of the Securities
and the Indenture, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

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

                  (iii) all accounting terms not otherwise defined herein have
         the meanings assigned to them in accordance with GAAP; and

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

         "ACT," when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "ADDITIONAL INTEREST AMOUNT" shall have the meaning given to such term
in the Registration Rights Agreement.


                                       1
<PAGE>



         "ADDITIONAL INTEREST PAYMENT DATE" means each May 15 and November 15 of
each year, as provided in the Registration Rights Agreement.

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

         "AGENT MEMBERS" has the meaning specified in Section 3.08.

         "APPLICABLE STOCK PRICE" means, in respect of any date of
determination, the average of the Closing Sale Prices over the five Trading Day
period starting the third Trading Day following such date of determination.

         "BID SOLICITATION AGENT" means the Person appointed by the Company to
act as set forth in the definition of the term "Trading Price" in this Section
1.01. The Trustee shall initially be the Bid Solicitation Agent.

         "BOARD OF DIRECTORS" means, with respect to any Person, either the
board of directors of such Person or any duly authorized committee of that
board.

         "BOARD RESOLUTION" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

         "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in The City of New York are authorized or
obligated by law, or executive order or governmental decree to be closed.

         "CAPITAL STOCK" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, including,
without limitation, with respect to partnerships, partnership interests (whether
general or limited) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

         "CASH SETTLEMENT AVERAGING PERIOD" has the meaning specified in Section
15.10.

         "CASH SETTLEMENT NOTICE PERIOD" has the meaning specified in Section
15.10.

         "CLOSING SALE PRICE" of a share of Common Stock on any date means 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
in composite transactions for the principal United States securities exchange on
which the Common Stock is traded or, if the Common Stock is not listed on a
United States national or regional securities exchange, as reported by the
Nasdaq System or by the National Quotation Bureau Incorporated.


                                       2
<PAGE>



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

         "COMMON STOCK" means the shares of Common Stock, par value $0.001 per
share, 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 or, in the event of a merger, consolidation or other
similar transaction involving the Company that is otherwise permitted hereunder
in which the Company is not the surviving corporation, the common stock, common
equity interests, ordinary shares or depositary shares or other certificates
representing common equity interests of such surviving corporation or its direct
or indirect parent corporation.

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

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its Chief Operating Officer
or any Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "CONTINUING DIRECTOR" means, at any date, a member of the Company's
Board of Directors (i) who was a member of such board on October 1, 2003 or (ii)
who was nominated or elected by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election or whose
election to the Company's Board of Directors was recommended or endorsed by at
least a majority of the directors who were Continuing Directors at the time of
such nomination or election or such lesser number comprising a majority of a
nominating committee comprised of independent directors if authority for such
nominations or elections has been delegated to a nominating committee whose
authority and composition have been approved by at least a majority of the
directors who were Continuing Directors at the time such committee was formed.
(Under this definition, if the Board of Directors of the Company as of the date
of this Indenture were to approve a new director or directors and then resign,
no Change in Control would occur even though the current Board of Directors
would thereafter cease to be in office).

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

         "CONVERSION DATE" has the meaning specified in Section 15.02.

         "CONVERSION NOTICE" has the meaning specified in Section 15.02.

         "CONVERSION OBLIGATION" has the meaning specified in Section 15.10.


                                       3
<PAGE>


         "CONVERSION PRICE" has the meaning specified in the Securities.

         "CONVERSION RATE" means, at any time, $1,000 divided by the Conversion
Price in effect at such time, rounded to three decimal places (rounded up if the
fourth decimal place thereof is 5 or more and otherwise rounded down).

         "CONVERSION RETRACTION PERIOD" has the meaning specified in Section
15.10.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this Indenture is located at 101
Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate
Trust Administration (JDS Uniphase Corporation -- Zero Coupon Senior Convertible
Notes due 2010) or at any other time at such other address as the Trustee may
designate from time to time by notice to the Company.

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

         "CURRENT MARKET PRICE" has the meaning specified in Section 15.04.

         "DEFAULT" means any event that is or with the passage of time or the
giving of notice or both would become an Event of Default.

         "DEPOSITARY" means The Depository Trust Company until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean such successor Depositary.

         "DESIGNATED EVENT" has the meaning specified in Section 13.01.

         "DESIGNATED EVENT COMPANY NOTICE" has the meaning specified in Section
13.01.

         "DESIGNATED EVENT REPURCHASE DATE" has the meaning specified in Section
13.01.

         "DESIGNATED EVENT REPURCHASE NOTICE" has the meaning specified in
Section 13.01.

         "DESIGNATED EVENT REPURCHASE PRICE" has the meaning specified in
Section 13.01.

         "DISTRIBUTED SECURITIES" has the meaning specified in Section 15.04.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the United States Securities Exchange Act of 1934,
as amended.

         "EX-DIVIDEND DATE" means, with respect to any issuance or distribution
on shares of Common Stock, the first Trading Day on which the shares of Common
Stock trade regular way on the principal securities market on which the shares
of Common Stock are then traded without the right to receive such issuance or
distribution.

         "EXPIRATION TIME" has the meaning specified in Section 15.04.


                                       4
<PAGE>


         "FAIR MARKET VALUE" has the meaning specified in Section 15.04.

         "FINAL MATURITY DATE" means November 15, 2010.

         "FINAL NOTICE DATE" has the meaning specified in Section 15.10.

         "FUNDAMENTAL CHANGE" has the meaning specified in Section 13.01.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, in each case, as in effect in the United States from time to time.

         "GLOBAL SECURITY" means a Security in global form registered in the
Security Register in the name of a Depositary or a nominee thereof.

         "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "INITIAL PURCHASERS" means Morgan Stanley & Co. Incorporated, Goldman
Sachs & Co. and CIBC World Markets Corp.

         "ISSUE DATE" means the date the Securities are originally issued as set
forth on the face of the Security under this Indenture.

         "MARKET PRICE" means the average of the Closing Sale Price of one share
of Common Stock for the 5-Trading Day period immediately preceding and including
the third Business Day immediately preceding the applicable Designated Event
Repurchase Date (or if the third Business Day immediately preceding the relevant
date of determination is not a Trading Day, then on the last Trading Day
immediately preceding such third Business Day).

         "MATURITY", when used with respect to any Security, means the date on
which the Principal Amount, Redemption Price, Repurchase Price or Designated
Event Repurchase Price of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity, Redemption Date, Repurchase
Date or Designated Event Repurchase Date, or by declaration of acceleration or
otherwise.

         "98% CONVERSION DATE" has the meaning specified in Section 15.02.

         "98% MARKET CONDITION" has the meaning specified in Section 15.01.


                                       5
<PAGE>


         "NON-ELECTING SHARE" has the meaning specified in Section 15.05.

         "NON-U.S. PERSON" means a Person who is not a U.S. person, as defined
in Regulation S.

         "NOTICE OF DEFAULT" has the meaning specified in Section 5.01.

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

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
external or in-house counsel for the Company, and who shall be reasonably
acceptable to the Trustee.

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

                  (i) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) Securities, or portions thereof, for whose payment in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities; and

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

         provided, however, that, in determining whether the Holders of the
requisite Principal Amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

         "PARTIAL CASH AMOUNT" has the meaning specified in Section 15.10.

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, and Additional Interest Amounts, Redemption Price, Repurchase
Price or Designated Event Repurchase Price of any Securities on behalf of the
Company. The Trustee shall initially be the Paying Agent.


                                       6
<PAGE>


         "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "PHYSICAL SECURITIES" means permanent certificated Securities in
registered form issued in denomination of $1,000 Principal Amount and integral
multiples thereof.

         "PRINCIPAL AMOUNT" of a Security means the Principal Amount as set
forth on the face of the Security.

         "PRINCIPAL VALUE CONVERSION" has the meaning specified in Section
15.02.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of October
27, 2003, entered into by the Company and the Initial Purchasers in connection
with the sale of the Securities.

         "PURCHASED SHARES" has the meaning specified in Section 15.04.

         "QUALIFIED INSTITUTIONAL BUYER" or "QIB" shall have the meaning
specified in Rule 144A.

         "RECORD DATE" has the meaning specified in Section 15.04.

         "REDEMPTION DATE" means, when used with respect to any Security to be
redeemed, the date fixed for redemption pursuant to this Indenture.

         "REDEMPTION PRICE" has the meaning set forth in Section 11.01.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of October 31, 2003, between the Company and the Initial
Purchasers, for the benefit of itself and the Holders, as the same may be
amended or modified from time to time in accordance with the terms thereof.

         "REGULAR RECORD DATE" for the Additional Interest Amounts payable on
any Additional Interest Payment Date means May 1 or November 1 (whether or not a
Business Day) next preceding such Additional Interest Payment Date.

         "REGULATION S" means Regulation S under the Securities Act.

         "REPURCHASE DATE" has the meaning set forth in Section 12.01.

         "REPURCHASE NOTICE" has the meaning set forth in Section 12.01.

         "REPURCHASE PRICE" has the meaning set forth in Section 12.01.


                                       7
<PAGE>


         "RESALE REGISTRATION STATEMENT" means a registration statement under
the Securities Act registering the Securities for resale pursuant to the terms
of the Registration Rights Agreement.

         "RESPONSIBLE OFFICER" means any officer of the Trustee within the
Corporate Trust Office of the Trustee with direct responsibility for the
administration of this Indenture and also, with respect to a particular matter,
any other officer of the Trustee to whom such matter is referred because of such
officer's knowledge and familiarity with the particular subject.

         "RESTRICTED SECURITY" or "RESTRICTED SECURITIES" has the meaning
specified in Section 2.05.

         "RULE 144" means Rule 144 under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

         "RULE 144A" means Rule 144A under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

         "RULE 144A INFORMATION" has the meaning specified in Section 2.03.

         "SECURITIES ACT" means the United States Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "SECURITY" or "SECURITIES" has the meaning specified in the first
paragraph of the Recitals of the Company.

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SPIN-OFF" has the meaning specified in Section 15.04.

         "STATED MATURITY" when used with respect to any Security, means the
date specified in such Security as the fixed date on which an amount equal to
the Principal Amount of such Security is due and payable.

         "STOCK TRANSFER AGENT" means Chemical Trust Company of California or
such other Person designated by the Company as the transfer agent for the Common
Stock.

         "SUBSIDIARY" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "VOTING STOCK" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

         "SURVIVING ENTITY" has the meaning specified in Section 8.01.

         "TERMINATION OF TRADING" has the meaning specified in Section 13.01.


                                       8
<PAGE>


         "TRADING DAY" means (x) if the applicable security is quoted on the
Nasdaq National Market System or Nasdaq SmallCap Market, a day on which trades
may be made on thereon or (y) if the applicable security is listed or admitted
for trading on the New York Stock Exchange or another national security
exchange, a day on which the New York Stock Exchange or such other national
security exchange is open for business or (z) if the applicable security is not
so listed, admitted for trading or quoted, any day other than a Saturday or
Sunday or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

         "TRADING PRICE" means, as of any date of determination, the average of
the secondary market bid quotations per $1,000 Principal Amount of Securities
obtained by the Bid Solicitation Agent for $10,000,000 Principal Amount of
Securities at approximately 3:30 p.m., New York City time, on such date of
determination from three independent, nationally-recognized securities dealers
selected by the Company (none of which may include any of the Initial
Purchasers) and provided to the Bid Solicitation Agent in writing; provided,
that if at least three such bids cannot be reasonably obtained by the Bid
Solicitation Agent, but two bids are obtained, then the Trading Price, as of
such determination date, shall mean the average of such two bids, and if only
one bid can be reasonably obtained by the Bid Solicitation Agent, then the
Trading Price, as of such determination date, shall mean such one bid; provided,
however, that if the Bid Solicitation Agent, through the exercise of reasonable
efforts, is unable to obtain at least one bid from an independent,
nationally-recognized securities dealer, then the Trading Price of a Security
for such date of determination shall be deemed to be less than 98% of the
product of the Closing Sale Price of the Common Stock on such date of
determination and the Conversion Rate in effect as of such date of
determination.

         "TRIGGER EVENT" has the meaning specified in Section 15.04.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "TRUST
INDENTURE ACT" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

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

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

         Section 1.02. Compliance Certificates And Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.


                                       9
<PAGE>


         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

         Section 1.03. Form Of Documents Delivered To Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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

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

         Section 1.04. Acts Of Holders; Record Dates. (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 of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"ACT" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent


                                       10
<PAGE>


shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Trustee and the Company, if made in the 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 by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee reasonably deems sufficient.

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 7.01)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.

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

         (e) 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.

         Section 1.05. Notices, Etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:

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

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

         Section 1.06. Notice To Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such


                                       11
<PAGE>


event, at such Holder's address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Section 1.07. Conflict With Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

         Section 1.08. Effect Of Headings And Table Of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         Section 1.09. Successors And Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

         Section 1.10. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 1.11. Benefits Of Indenture. Nothing in this Indenture or in
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their respective successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

         Section 1.12. Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New York.

         Section 1.13. Legal Holiday. If any specified date (including a date
for giving notice) is a Legal Holiday, the action shall be taken on the next
succeeding day that is not a Legal Holiday, and, if the action to be taken on
such date is a payment in respect of the Securities, no interest, if any, shall
accrue for the intervening period.


                                       12
<PAGE>


         Section 1.14. No Recourse Against Others.

         No director, officer, employee, shareholder or Affiliate, as such, of
the Company from time to time shall have any liability for any obligations of
the Company under the Securities or this Indenture. Each Holder by accepting a
Security waives and releases all such liability. This waiver and release are
part of the consideration for the Securities. Each of such directors, officers,
employers, shareholders and Affiliates of the Company is a third party
beneficiary of this Section 1.14.

                                    ARTICLE 2
                                 SECURITY FORMS

         Section 2.01. Forms Generally. The Securities and the Trustee's
certificates of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor, the Internal Revenue Code of 1986,
as amended, and regulations thereunder, or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof.

         The Securities shall be initially issued in the form of permanent
Global Securities in registered form in substantially the form set forth in this
Article. The aggregate Principal Amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, as hereinafter provided.

         Section 2.02. Form Of Face Of Security. [INCLUDE IF SECURITY IS A
RESTRICTED SECURITY -- THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON
STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.

         THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES


                                       13
<PAGE>


IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.

         THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR
RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE
LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS
SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO
ANY SUCH AMENDMENT OR SUPPLEMENT.

         THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS
OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF OCTOBER 31, 2003, ENTERED INTO
BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO
TIME.]

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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                       14
<PAGE>


         THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. HOLDERS NEEDING
INFORMATION ABOUT THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT OR THE
YIELD TO MATURITY MAY CONTACT JDS UNIPHASE CORPORATION INVESTOR RELATIONS OR THE
COMPANY'S CONTROLLER, AT 1768 AUTOMATION PARKWAY, SAN JOSE, CA 95131, USA,
TELEPHONE NUMBER 408-546-5000.]

         [INCLUDE IF THE SECURITY IS NOT A GLOBAL SECURITY -- THE NOTE EVIDENCED
HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT
IS (A) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) A NON-U.S. PERSON; (2) AGREES THAT IT WILL NOT, PRIOR TO
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED
HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION),
RESELL OR OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS NOTE EXCEPT (A) TO THE COMPANY, OR ANY SUBSIDIARY THEREOF,
(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF
SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE 2(E) ABOVE), IT WILL FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE TRUSTEE


                                       15
<PAGE>


MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE
144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER
OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE BANK OF NEW YORK, AS TRUSTEE
(OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF TRANSFEREE IS A PURCHASER WHO IS NOT
A UNITED STATES PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRUSTEE MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY TRANSFER
OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION). AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTION.]

                            JDS UNIPHASE CORPORATION

                  ZERO COUPON SENIOR CONVERTIBLE NOTES DUE 2010

No. [ ]                      CUSIP NO. [      ]                    U.S. $[ ]

         JDS Uniphase Corporation, a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "COMPANY",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to __________, or
registered assigns, the principal sum of [       ] United States Dollars ($
) [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- (which amount may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, in accordance with the rules and
procedures of the Depositary)] on November 15, 2010. Payment of the principal of
this Security shall be made by check mailed to the address of the Holder of this
Security specified in the register of Securities, or, at the option of the
Holder of this Security, at the Corporate Trust Office, in such lawful money of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts. The Issue Date of this Security is
[______, ____].

         Reference is made to the further provisions of this Security set forth
on the reverse hereof, including, without limitation, provisions giving the
Holder of this Security the right to convert this Security into Common Stock of
the Company in certain circumstances and the right to require the Company to
repurchase this Security upon certain events on the terms and subject to the
limitations referred to on the reverse hereof and as more fully specified in the
Indenture. Such further provisions shall for all purposes have the same effect
as though fully set forth at this place.

         This Security shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of said State.

         This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee or a duly authorized authenticating agent under the Indenture.


                                       16
<PAGE>


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

                            JDS UNIPHASE CORPORATION

                            By:
                               ---------------------------------
                                     Authorized Signatory

Attest:


By:
   ----------------------------
       Authorized Signatory

         Section 2.03. Form Of Reverse Of Security. This Security is one of a
duly authorized issue of Securities of the Company, designated as its Zero
Coupon Senior Convertible Notes due 2010 (herein called the "SECURITIES"), all
issued or to be issued under and pursuant to an Indenture dated as of October
31, 2003 (herein called the "INDENTURE"), between the Company and The Bank of
New York (herein called the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities.

         The indebtedness evidenced by the Securities is unsecured and
unsubordinated indebtedness of the Company and ranks equally with the Company's
other unsecured and unsubordinated indebtedness.

         Redemption at the Option of the Company. The Company may, at its
option, redeem the Securities for cash at any time as a whole, or from time to
time in part, on or after November 15, 2008, at a redemption price equal to 100%
of the Principal Amount of Securities to be redeemed plus Additional Interest
Amounts, if any, on those Securities up to, but not including, the Redemption
Date (the "REDEMPTION PRICE").

         Notice of redemption pursuant to this Section of this Security will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
cash sufficient to pay the Redemption Price of all Securities (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying
Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on
such Redemption Date, Additional Interest Amounts, if any, cease to accrue on
such Securities or portions thereof. Securities in denominations larger than
$1,000 of Principal Amount may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount.

         Purchase By the Company at the Option of the Holder on the Repurchase
Date. Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase, at the option of the Holder, all or any portion
of the Securities held by such Holder on November 15, 2008 in integral multiples
of $1,000 at a repurchase price equal to 100% of the Principal Amount of those
Securities plus Additional Interest Amounts, if any, up to, but not including,


                                       17
<PAGE>


such Repurchase Date (the "REPURCHASE PRICE"). To exercise such right, a Holder
shall deliver to the Paying Agent a Repurchase Notice containing the information
set forth in the Indenture, at any time from 9:00 a.m., New York City time, on
the date that is 20 Business Days immediately preceding such Repurchase Date
until 5:00 p.m., New York City time, on the Repurchase Date, and shall deliver
the Securities to the Paying Agent as set forth in the Indenture.

         Purchase By the Company at the Option of the Holder upon a Designated
Event. At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to repurchase the Securities
if a Designated Event occurs at any time prior to November 15, 2010 at a price
equal to the Principal Amount plus accrued but unpaid Additional Interest
Amount, if any, up to, but not including, the repurchase date (the "DESIGNATED
EVENT REPURCHASE PRICE"). The Designated Event Repurchase Price may, at the
Company's option, be paid in cash, in shares of Common Stock or in any
combination of cash and shares of Common Stock in accordance with the Indenture.

         Holders have the right to withdraw any Repurchase Notice or Designated
Event Repurchase Notice 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 Designated Event Repurchase Price of all
Securities or portions thereof to be purchased on a Designated Event Repurchase
Date is deposited with the Paying Agent on the Business Day following the
Designated Event Repurchase Date, the Holder thereof shall have no other rights
as such (other than the right to receive the Designated Event Repurchase Price,
upon surrender of such Security).

         Conversion. Subject to and in compliance with the provisions of the
Indenture (including without limitation the conditions of conversion of this
Security set forth in Section 15.01 thereof), the Holder hereof has the right,
at its option, to convert the Principal Amount hereof or any portion of such
principal which is $1,000 or an integral multiple thereof, into, subject to
Section 15.02 of the Indenture, that number of fully paid and non-assessable
shares of Common Stock, as said shares shall be constituted at the date of
conversion, obtained by dividing the Principal Amount of this Security or
portion thereof to be converted by the conversion price of $4.94 (the
"CONVERSION PRICE") as adjusted from time to time as provided in the Indenture,
upon surrender of this Security, together with a Conversion Notice as provided
in the Indenture, to the Company at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the option of such Holder, the Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this
Security, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the Holder or by his duly
authorized attorney. No fractional shares will be issued upon any conversion,
but an adjustment and payment in cash will be made, as provided in the
Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Securities for conversion. Securities in
respect of which a Holder is exercising its right to require repurchase on a
Repurchase Date or Designated Event Repurchase Date may be converted only if
such Holder withdraws its election to exercise such right in accordance with the
terms of the Indenture.


                                       18
<PAGE>


         Upon conversion, the Company may choose to deliver cash in lieu of
shares of Common Stock, shares of Common Stock or a combination of cash and
shares of Common Stock in accordance with the Indenture.

         The Company will notify Holders of any event triggering the right to
convert the Securities as specified above in accordance with the Indenture.

         [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit
or withdrawal of an interest in this Security, including an exchange, transfer,
repurchase or conversion of this Security in part only, the Trustee, as
custodian of the Depositary, shall make an adjustment on its records to reflect
such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.]

         [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain
limitations in the Indenture, at any time when the Company is not subject to
Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as
amended, upon the request of a Holder of a Restricted Security, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Restricted Securities, or to a prospective purchaser of
any such security designated by any such Holder, to the extent required to
permit compliance by any such Holder with Rule 144A under the Securities Act of
1933, as amended (the "SECURITIES ACT"). "RULE 144A INFORMATION" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).]

         If an Event of Default shall occur and be continuing, the Principal
Amount plus accrued but unpaid Additional Interest Amounts, if any, may be
declared due and payable in the manner and with the effect provided in the
Indenture.

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

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in aggregate Principal Amount of
the Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity


                                       19
<PAGE>


satisfactory to it, and the Trustee shall not have received from the Holders of
a majority in Principal Amount of Outstanding Securities a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of said principal hereof on or
after the respective due dates expressed herein or for the enforcement of any
conversion right.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the Principal Amount, Redemption Price,
Repurchase Price or Designated Event Repurchase Price of, and Additional
Interest Amounts, if any, on, this Security at the times, place and rate, and in
the coin, currency or shares, herein prescribed. Notwithstanding the foregoing,
prior to the occurrence of a Designated Event, the Company may, with the consent
of the holders of not less than a majority of the Securities, amend the
obligation of the Company to repurchase Securities upon a Designated Event.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate Principal Amount, will be
issued to the designated transferee or transferees.

         The Securities are issuable only in registered form in denominations of
$1,000 and any integral multiple of $1,000 above that amount, as provided in the
Indenture and subject to certain limitations therein set forth. Securities are
exchangeable for a like aggregate Principal Amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

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

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

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

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



                                       20
<PAGE>



                                 ASSIGNMENT FORM

         If you want to assign this Security, fill in the form below and have
your signature guaranteed:

         I or we assign and transfer this Security to:


________________________________________________________________________________



________________________________________________________________________________



________________________________________________________________________________
        (Print or type name, address and zip code and social security or
                           tax ID number of assignee)

         and irrevocably appoint _____________________________________ agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.


             Date: __________________          Signed: ____________________

     (Sign exactly as your name appears on the other side of this Security)

     Signature Guarantee: _________________________________


Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.


                                       21
<PAGE>

         In connection with any transfer of this Security occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "SECURITIES ACT"), covering resales of this Security
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) the second anniversary of the Issue Date set forth on the
face of this Security, the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer and
that this Security is being transferred:

                                   [Check One]

               (1) [ ]  to the Company or a subsidiary thereof; or

               (2) [ ]  to a "QUALIFIED INSTITUTIONAL BUYER" pursuant to and in
                        compliance with Rule 144A under the Securities Act; or


               (3) [ ]  outside the United States to a "FOREIGN PERSON" in
                        compliance with Rule 904 of Regulation S under the
                        Securities Act; or

               (4) [ ]  pursuant to the exemption from registration provided by
                        Rule 144 under the Securities Act.

         Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any Person
other than the registered Holder thereof, provided that if box (3) or (4) is
checked, the Company may require, prior to registering any such transfer of the
Securities, in its sole discretion, such legal opinions, certifications
(including an investment letter in the case of box (3)) and other information as
the Company may reasonably request to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.

         If none of the foregoing boxes is checked, the Trustee or Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.10 of the Indenture
shall have been satisfied.

             Date: __________________          Signed: ____________________

                                                    (Sign exactly as your name
                                                    appears on the other side of
                                                    this Security)

             Signature Guarantee: ________________________________



                                       22
<PAGE>


Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.



                                       23
<PAGE>



              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "QUALIFIED
INSTITUTIONAL BUYER" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

             Date: __________________          Signed: ____________________

             NOTICE: To be executed by an executive officer.



                                       24
<PAGE>


                                CONVERSION NOTICE

         If you want to convert this Security into Common Stock of the Company
(or cash if the Company so elects), check the box: [ ]

         To convert only part of this Security, state the Principal Amount to be
converted (which must be $1,000 or an integral multiple of $1,000):

         $________________________________


         If you want the stock certificate made out in another person's name,
fill in the form below:


________________________________________________________________________________
              (Insert other person's social security or tax ID no.)


________________________________________________________________________________



________________________________________________________________________________
            (Print or type other person's name, address and zip code)



             Date: __________________          Signed: ____________________

     (Sign exactly as your name appears on the other side of this Security)

     Signature Guarantee: _________________________________



Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.


                                       25
<PAGE>


         Section 2.04. Form Of Trustee's Certificate Of Authentication. This is
one of the Securities referred to in the within-mentioned Indenture.

Dated:                             THE BANK OF NEW YORK,
      --------------
                                                                      as Trustee



                                   By
                                     -------------------------------------------
                                                            Authorized Signatory

         Section 2.05. Legend On Restricted Securities. During the period
beginning on the Issue Date and ending on the date two years from such date, any
Security including any Security issued in exchange therefor or in lieu thereof,
shall be deemed a "RESTRICTED SECURITY" and shall be subject to the restrictions
on transfer provided in the legends set forth on the face of the form of
Security in Section 2.02; provided, however, that the term "RESTRICTED SECURITY"
shall not include any Securities as to which restrictions have been terminated
in accordance with Section 3.05. All Securities shall bear the applicable
legends set forth on the face of the form of Security in Section 2.02. Except as
provided in Section 3.05 and Section 3.10, the Trustee shall not issue any
unlegended Security until it has received an Officers' Certificate from the
Company directing it to do so.

                                    ARTICLE 3
                                 THE SECURITIES

         Section 3.01. Title And Terms. The aggregate Principal Amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited.

         The Securities shall be known and designated as the "Zero Coupon Senior
Convertible Notes due 2010" of the Company. The Principal Amount shall be
payable on November 15, 2010.

         The Principal Amount of and Additional Interest Amounts, if any, on the
Securities shall be payable at the office or agency of the Company in The City
of New York maintained for such purpose and at any other office or agency
maintained by the Company for such purpose; provided, however, that at the
option of the Company payments may be made by wire transfer or by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register.

         The Securities shall not have the benefit of a sinking fund.

         The Securities shall not be superior in right of payment to, and shall
rank pari passu with, all other unsecured and unsubordinated indebtedness of the
Company.

         Section 3.02. Denominations. The Securities shall be issuable only in
registered form without coupons and in denominations of $1,000 and any integral
multiple of $1,000 above that amount.


                                       26
<PAGE>


         Section 3.03. Execution, Authentication, Delivery And Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its Chief Operating Officer, one of its Vice
Presidents, its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities. The Company Order shall specify
the amount of Securities to be authenticated, and shall further specify the
amount of such Securities to be issued as a Global Security or as Physical
Securities. The Trustee in accordance with such Company Order shall authenticate
and deliver such Securities as in this Indenture provided and not otherwise.

         Each Security shall be dated the date of its authentication.

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

         Section 3.04. 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 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 any office
or agency of the Company designated pursuant to Section 10.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like 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 3.05. Registration; Registration Of Transfer And Exchange;
Restrictions On Transfer. (a) The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency designated


                                       27
<PAGE>


pursuant to Section 10.02 being herein sometimes collectively referred to as the
"SECURITY REGISTER") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby appointed "Security Registrar"
(the "SECURITY REGISTRAR") for the purpose of registering Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate Principal
Amount and tenor, each such Security bearing such restrictive legends as may be
required by this Indenture (including Section 2.02, 2.05 and 3.10).

         At the option of the Holder and subject to the other provisions of this
Section 3.05 and to Section 3.10, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate Principal
Amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing. As a condition to the
registration of transfer of any Restricted Securities, the Company or the
Trustee may require evidence satisfactory to them as to the compliance with the
restrictions set forth in the legend on such securities.

         Except as provided in the following sentence and in Section 3.10, all
Securities originally issued hereunder and all Securities issued upon
registration of transfer or exchange or replacement thereof shall be Restricted
Securities and shall bear the legend required by Section 2.02 and 2.05, unless
the Company shall have delivered to the Trustee (and the Security Registrar, if
other than the Trustee) a Company Order stating that the Security is not a
Restricted Security and may be issued without such legend thereon. Securities
which are issued upon registration of transfer of, or in exchange for,
Securities which are not Restricted Securities shall not be Restricted
Securities and shall not bear such legend.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04 or 9.07 not involving any transfer.


                                       28
<PAGE>


         The Company shall not be required to exchange or register a transfer of
any Security (i) that has been surrendered for conversion or (ii) as to which a
Repurchase Notice or a Designated Event Repurchase Notice has been delivered and
not withdrawn, except, where such Repurchase Notice or Designated Event
Repurchase Notice provides that such Security is to be purchased only in part,
the Company shall be required to exchange or register a transfer of the portion
thereof not to be purchased.

         (b) Beneficial ownership of every Restricted Security shall be subject
to the restrictions on transfer provided in the legends required to be set forth
on the face of each Restricted Security pursuant to Section 2.02 and 2.05,
unless such restrictions on transfer shall be terminated in accordance with this
Section 3.05(b) or Section 3.10. The Holder of each Restricted Security, by such
Holder's acceptance thereof, agrees to be bound by such restrictions on
transfer.

         The restrictions imposed by this Section 3.05 and Section 2.02, 2.05
and 3.10 upon the transferability of any particular Restricted Security shall
cease and terminate upon delivery by the Company to the Trustee of an Officers'
Certificate stating that such Restricted Security has been sold pursuant to an
effective Resale Registration Statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto). Any Restricted Security as to which the Company has delivered to the
Trustee an Officers' Certificate that such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon
surrender of such Restricted Security for exchange to the Security Registrar in
accordance with the provisions of this Section 3.05, be exchanged for a new
Security, of like tenor and aggregate Principal Amount, which shall not bear the
restrictive legends required by Section 2.02 and 2.05. The Company shall inform
the Trustee in writing of the effective date of any Resale Registration
Statement registering the Securities under the Securities Act. The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned Resale Registration Statement.

         As used in the preceding two paragraphs of this Section 3.05, the term
"transfer" encompasses any sale, pledge, transfer or other disposition of any
Restricted Security.

         (c) Neither the Trustee nor any of its agents shall (i) have any duty
to monitor compliance with or with respect to any federal or state or other
securities or tax laws or (ii) have any duty to obtain documentation on any
transfers or exchanges other than as specifically required hereunder.

         Section 3.06. Mutilated, Destroyed, Lost And Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of like tenor and Principal Amount and bearing a number not contemporaneously
outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and Principal Amount and bearing a number not contemporaneously
outstanding.


                                       29
<PAGE>


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

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section in lieu of any
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 the 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 3.07. 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 on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

         Section 3.08. Book-entry Provisions For Global Securities. (a) The
Global Securities initially shall (i) be registered in the name of the
Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee
as custodian for the Depositary and (iii) bear legends as set forth on the face
of the form of Security in Section 2.02.

         Members of, or participants in, the Depositary ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the 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 from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of any Holder.

         (b) Transfers of the Global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Physical Securities shall be transferred to beneficial owners in
exchange for their beneficial interests in the Global Securities only if (A)
such Depositary has notified the Company (or the Company becomes aware) that the


                                       30
<PAGE>


Depositary (i) is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered under the
Exchange Act when the Depositary is required to be so registered to act as such
Depositary and, in both such cases, no successor Depositary shall have been
appointed within 90 days of such notification or of the Company becoming aware
of such event, (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security and the Outstanding Securities
shall have become due and payable pursuant to Section 5.02 and any Holder
requests that Physical Securities be issued or (C) the Company has determined in
its sole discretion that the Securities shall no longer be represented by Global
Securities; provided that Holders of Physical Securities offered and sold in
reliance on Rule 144A shall have the right, subject to applicable law, to
request that such Securities be exchanged for interests in the applicable Global
Security. Any such transfer or exchange of interests of beneficial owners in a
Global Security, in whole or in part, for Physical Securities shall be in
accordance with the rules and procedures of the Depositary and the provisions of
Section 3.10.

         (c) In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Security to beneficial owners pursuant to
paragraph (b), the Security Registrar shall (if one or more Physical Securities
are to be issued) reflect on its books and records the date and a decrease in
the Principal Amount of the Global Security in an amount equal to the Principal
Amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more Physical Securities of like tenor and amount.

         (d) In connection with the transfer of the entire Global Security to
beneficial owners pursuant to paragraph (b), the Global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
the Global Security, an equal aggregate Principal Amount of Physical Securities
of authorized denominations and the same tenor.

         (e) Any Physical Security constituting a Restricted Security delivered
in exchange for an interest in the Global Security pursuant to paragraph (c) or
(d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of
Section 3.10, bear the legend regarding transfer restrictions applicable to the
Physical Securities set forth on the face of the form of Security in Section
2.02.

         (f) The Holder of the Global Securities may grant proxies and otherwise
authorize any Person, including Agent Members 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.

         Section 3.09. Cancellation. The Company at any time may deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Trustee shall cancel
and dispose of all Securities surrendered for registration of transfer,
exchange, payment, purchase, repurchase, redemption, conversion (pursuant to
Article 15 hereof) or cancellation in accordance with its customary practices.
If the Company shall acquire


                                       31
<PAGE>


any of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation. The Company may not
issue new Securities to replace Securities it has paid in full or delivered to
the Trustee for cancellation.

         Section 3.10. Special Transfer Provision. (a) Transfers to Non-U.S.
Persons. The following provisions shall apply with respect to the registration
of any proposed transfer of a Security constituting a Restricted Security to any
Non-U.S. Person to which Securities in the form of Global Securities cannot be
issued:

                  (i) the Security Registrar shall register the transfer of any
         Security constituting a Restricted Security, whether or not such
         Security bears the legend required by Section 2.02 and 2.05, if (x) the
         requested transfer is after the second anniversary of the Issue Date of
         such Security or (y) the proposed transferor has delivered to the
         Security Registrar a certificate substantially in the form of EXHIBIT A
         hereto, together with such other certifications, legal opinions or
         other information as the Company may reasonably require to confirm that
         such transfer is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act; and

                  (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in the Global Security, upon receipt by the
         Security Registrar of (x) the certificate, if any, required by
         paragraph (i) above and instructions given in accordance with the
         Depositary's and the Security Registrar's procedures,

whereupon (1) the Security Registrar shall reflect on its books and records the
date and (if the transfer does not involve a transfer of outstanding Physical
Securities) a decrease in the Principal Amount of the Global Security in an
amount equal to the Principal Amount of the beneficial interest in the Global
Security to be transferred, and (b) the Company shall execute and the Trustee
shall authenticate and deliver one or more Physical Securities of like tenor and
amount.

         (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Security constituting
a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

                  (i) the Security Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Security stating, or has otherwise advised
         the Company and the Security Registrar in writing, that the sale has
         been made in compliance with the provisions of Rule 144A to a
         transferee who has signed the certification provided for on the form of
         Security stating, or has otherwise advised the Company and the Security
         Registrar in writing, that it is purchasing the Security for its own
         account or an account with respect to which it exercises sole
         investment discretion and that it and any such account is a QIB within
         the meaning of Rule 144A, and is aware that the sale to it is being
         made in reliance on Rule 144A and acknowledges that it has received
         such information regarding the Company as it has requested pursuant to
         Rule 144A or has determined not to request such information and that it
         is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A; and


                                       32
<PAGE>


                  (ii) if the proposed transferee is an Agent Member, and the
         Securities to be transferred consist of Physical Securities which after
         transfer are to be evidenced by an interest in the Global Security,
         upon receipt by the Security Registrar of instructions given in
         accordance with the Depositary's and the Security Registrar's
         procedures, the Security Registrar shall reflect on its books and
         records the date and an increase in the Principal Amount of the Global
         Security in an amount equal to the Principal Amount of the Physical
         Securities to be transferred, and the Trustee shall cancel the Physical
         Securities so transferred.

         (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Securities not bearing the legends required by
Section 2.02 and 2.05, the Security Registrar shall deliver Securities that do
not bear such legends. Upon the registration of transfer, exchange or
replacement of Securities bearing the legends required by Section 2.02 and 2.05,
the Security Registrar shall deliver only Securities that bear such legends
unless (i) the circumstance contemplated by paragraph (a)(i)(x) of this Section
3.10 exists or (ii) there is delivered to the Security Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

         (d) General. By its acceptance of any Security bearing the legends
required by Section 2.02 and 2.05, each Holder of such a Security acknowledges
the restrictions on transfer of such Security set forth in this Indenture and in
such legends and agrees that it will transfer such Security only as provided in
this Indenture.

         The Security Registrar shall retain, in accordance with its customary
procedures, copies of all letters, notices and other written communications
received pursuant to this Section 3.10. The Company shall have the right to
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Security Registrar.

         Section 3.11. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices 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
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such notice 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.

         Section 3.12. Ranking. The indebtedness of the Company arising under or
in connection with this Indenture and every outstanding Security issued under
this Indenture from time to time constitutes and will constitute a senior
unsecured general obligation of the Company, ranking equally with other existing
and future senior unsecured and unsubordinated Indebtedness of the Company and
ranking senior in right of payment to any future Indebtedness of the Company
that


                                       33
<PAGE>


is expressly made subordinate to the Securities by the terms of such
Indebtedness. For purposes of this Section 3.12 only, "Indebtedness" means,
without duplication, the principal or face amount of (i) all obligations for
borrowed money, (ii) all obligations evidenced by debentures, notes or other
similar instruments, (iii) all obligations in respect of letters of credit or
bankers acceptances or similar instruments (or reimbursement obligations with
respect thereto), (iv) all obligations to pay the deferred purchase price of
property or services, (v) all obligations as lessee which are capitalized in
accordance with generally accepted accounting principles, and (vi) all
Indebtedness of others guaranteed by the Company or any of its Subsidiaries or
for which the Company or any of its Subsidiaries is legally responsible or
liable (whether by agreement to purchase indebtedness of, or to supply funds or
to invest in, others).

                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

         Section 4.01. Satisfaction And Discharge Of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

         (a) either

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

                  (ii) all such Securities not theretofore delivered to the
         Trustee for cancellation have become due and payable and the Company
         has deposited or caused to be deposited with the Trustee as trust funds
         in trust for the purpose an amount sufficient to pay and discharge the
         entire indebtedness evidenced by such Securities not theretofore
         delivered to the Trustee for cancellation.

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.


                                       34
<PAGE>


         Section 4.02. Application Of Trust Money. Subject to the provisions of
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and Additional Interest Amounts, if any, for whose payment such
money has been deposited with the Trustee.

                                    ARTICLE 5
                                    REMEDIES

         Section 5.01. Events Of Default. "EVENT OF DEFAULT", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

         (a) default in the payment of the Principal Amount, Redemption Price,
Repurchase Price or Designated Event Repurchase Price on any Security when it
becomes due and payable; or

         (b) default in the payment of Additional Interest Amounts, if any, upon
any Security, when such amounts become due and payable, and continuance of such
default for a period of 30 days; or

         (c) default in the payment of any indebtedness for borrowed money by
the Company or any of its significant subsidiaries (all or substantially all of
the outstanding voting securities of which are owned, directly or indirectly, by
the Company) in an outstanding principal amount in excess of $50,000,000 when
such amounts become due at final maturity or upon acceleration, and such
indebtedness is not discharged, or such default in payment or acceleration is
not cured or rescinded within 30 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate Principal Amount of the
Outstanding Securities a written notice specifying such default and requiring it
to be remedied and stating that such notice is a "NOTICE OF DEFAULT" hereunder;
or

         (d) default in the performance of any covenant, agreement or condition
of the Company in this Indenture or the Securities (other than a default
specified in (a) or (b) above), and continuance of such default for a period of
60 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate Principal Amount of the Outstanding Securities a written
notice specifying such default and requiring it to be remedied and stating that
such notice is a "NOTICE OF DEFAULT" hereunder; or

         (e) the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company or any of its significant
subsidiaries of a voluntary case or


                                       35
<PAGE>


proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (ii) a decree or order adjudging the
Company as bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law or (iii) appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

         (f) the commencement by the Company or any of its significant
subsidiaries of a voluntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
the making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due.

         Section 5.02. Acceleration Of Maturity; Rescission And Annulment. (a)
If an Event of Default (other than those specified in Section 5.01(e) and
5.01(f)) occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate Principal Amount of the
Outstanding Securities may declare the Principal Amount plus Additional Interest
Amounts, if any, on all the Outstanding Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such Principal Amount plus accrued
but unpaid Additional Interest Amounts, if any, shall become immediately due and
payable.

         Notwithstanding the foregoing, in the case of an Event of Default
specified in Section 5.01(e) or 5.01(f), the Principal Amount plus accrued but
unpaid Additional Interest Amounts, if any, on all Outstanding Securities will
ipso facto become due and payable without any declaration or other Act on the
part of the Trustee or any Holder.

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

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


                                       36
<PAGE>


                           (A) the Principal Amount plus accrued but unpaid
                  Additional Interest Amounts, if any, Redemption Price,
                  Repurchase Price or Designated Event Repurchase Price, as
                  applicable, on any Securities which have become due otherwise
                  than by such declaration of acceleration, and interest on any
                  such amounts that are overdue at the rate of 1.00% per annum
                  from the required payment date, and

                           (B) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel, and any other amounts due the Trustee under Section
                  6.07; and

                  (ii) all Events of Default, other than the non-payment of the
         Principal Amount plus accrued but unpaid Additional Interest Amounts,
         if any, on Securities which have become due solely by such declaration
         of acceleration, have been cured or waived as provided in Section 5.13.

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

         Section 5.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may, but shall not be obligated to, pursue any available
remedy to collect the payment of the Principal Amount plus accrued but unpaid
Additional Interest Amounts, if any, on the Securities or to enforce the
performance of any provision of the Securities or this Indenture. The Trustee
may maintain a proceeding even if the Trustee does not possess any of the
Securities or does not produce any of the Securities in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of, or acquiescence in, the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

         Section 5.04. Collection Of Indebtedness And Suits For Enforcement By
Trustee.

The Company covenants that if:

                  (i) default is made in the payment of any Additional Interest
         Amounts on any Security when such amounts become due and payable, and
         such default continues for a period of 30 days, or

                  (ii) default is made in the payment of the Principal Amount
         plus accrued but unpaid Additional Interest Amounts, if any, at the
         Stated Maturity thereof or in the payment of the Redemption Price,
         Repurchase Price or Designated Event Repurchase Price in respect of any
         Security,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


                                       37
<PAGE>


         Section 5.05. Trustee May File Proofs Of Claim. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.07.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         Section 5.06. Application Of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money to Holders, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

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

         SECOND: To the payment of the amounts then due and unpaid on the
Securities for the Principal Amount, Redemption Price, Repurchase Price,
Designated Event Repurchase Price or Additional Interest Amounts, if any, as the
case may be, in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities.

         Section 5.07. Limitation On Suits. No Holder of any Security shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder (other than in the case of an Event of Default specified
in Section 5.01(a) or 5.01(b)), unless:

                  (i) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default;

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

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


                                       38
<PAGE>


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

                  (v) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in aggregate Principal Amount of the Outstanding Securities;

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

         Section 5.08. Unconditional Right Of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the Principal Amount, Redemption Price, Repurchase Price,
Designated Event Repurchase Price or Additional Interest Amounts, if any, in
respect of the Securities held by such Holder, on or after the respective due
dates expressed in the Securities or on or after any Redemption Date, Repurchase
Date or Designated Event Repurchase Date, as applicable, and to convert the
Securities in accordance with Article 15, or to bring suit for the enforcement
of any such payment on or after such respective dates or the right to convert,
shall not be impaired or affected adversely without the consent of such Holder.
For purposes of clarification, prior to the occurrence of a Designated Event,
the provisions relating to the right to receive payment upon a Designated Event
Repurchase Date may be modified in the manner set forth in Section 9.02.

         Section 5.09. Restoration Of Rights And Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         Section 5.10. Rights And Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.11. Delay Or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


                                       39
<PAGE>


         Section 5.12. Control By Holders. The Holders of a majority in
Principal Amount of the Outstanding Securities shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee,
provided that:

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

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

         Section 5.13. Waiver Of Past Defaults. The Holders of not less than a
majority in Principal Amount of the Outstanding Securities may on behalf of the
Holders of all the Securities waive any past Default hereunder and its
consequences, except a Default:

                  (i) described in Section 5.01(a) or 5.01(b); or

                  (ii) in respect of a covenant or provision hereof which under
         Article 9 cannot be modified or amended without the consent of the
         Holder of each Outstanding Security affected.

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

         Section 5.14. Undertaking For Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, in either case in respect of the
Securities, a court may require any party litigant in such suit to file an
undertaking to pay the costs of the suit, and the court may assess reasonable
costs, including reasonable attorney's fees, against any party litigant in the
suit having due regard to the merits and good faith of the claims or defenses
made by the party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in Principal Amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the Principal
Amount or accrued but unpaid Additional Interest Amounts, if any, on any
Security on or after Maturity of such Security or the Redemption Price,
Repurchase Price or Designated Event Repurchase Price.

         Section 5.15. Waiver Of Stay Or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay, or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


                                       40
<PAGE>


                                   ARTICLE 6
                                   THE TRUSTEE

         Section 6.01. Certain Duties And Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act
and as set forth herein. In case an Event of Default with respect to the
Securities has occurred (which has not been cured or waived), the Trustee shall
exercise the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers. Except during the continuance of an Event of
Default, the Trustee need perform only those duties as are specifically set
forth in this Indenture and no duties, covenants or obligations of the Trustee
shall be implied in this Indenture. Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.

         Section 6.02. Notice Of Defaults. The Trustee shall give the Holders
notice of any Default hereunder within 60 days after the occurrence thereof or,
if later, within 15 days after it is known to the Trustee, unless such Default
shall have been cured or waived before the giving of such notice; provided, that
(except in the case of any Default in the payment of Principal Amount, premium
or Additional Interest Amount, if any, on any of the Securities or the
Redemption Price, Repurchase Price or Designated Event Repurchase Price), the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors or trustees and/or a Responsible Officer of the Trustee
in good faith determines that the withholding of such notice is in the interest
of the holders of Securities.

         Section 6.03. Certain Rights Of Trustee. Subject to the provisions of
Section 6.01:

         (a) the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors of the Company may be sufficiently evidenced by a
Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;


                                       41
<PAGE>


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

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

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit; and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

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

         (h) the Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities unless either (i) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (ii)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company or any other obligor on such Securities or by any Holder
of such Securities;

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

         (j) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

         (k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

         Section 6.04. Not Responsible For Recitals. The recitals contained
herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee


                                       42
<PAGE>


makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         Section 6.05. May Hold Securities. The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Section 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

         Section 6.06. Money Held In Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

         Section 6.07. Compensation And Reimbursement. The Company agrees:

                  (i) to pay to the Trustee from time to time such compensation
         for all services rendered by it hereunder as the Company and the
         Trustee shall from time to time agree in writing (which compensation
         shall not be limited by any provision of law in regard to the
         compensation of a trustee of an express trust);

                  (ii) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its gross negligence or bad faith;

                  (iii) to indemnify the Trustee and any predecessor Trustee
         for, and to hold it harmless against, any loss, liability or expense
         including taxes (other than taxes based upon, measured by or determined
         by the income of the Trustee) incurred without gross negligence or bad
         faith on its part, arising out of or in connection with the acceptance
         or administration of this trust, including the reasonable costs and
         expenses of defending itself against any claim (whether assessed by the
         Company, by any Holder or any other Person) or liability in connection
         with the exercise or performance of any of its powers or duties
         hereunder; and

                  (iv) the Trustee shall notify the Company promptly of any
         claim asserted against it. Failure by the Trustee to so notify the
         Company shall not relieve the Company of its obligations under this
         Section 6.07. The Company shall defend the claim and the Trustee shall
         cooperate in the defense. The Trustee may at its option have separate
         counsel of its own choosing and the Company shall pay the reasonable
         fees and expenses of such counsel. The Company need not pay for any
         settlement made without its written consent, which consent shall not be
         unreasonably withheld.

         The obligations of the Company under this Section 6.07 shall survive
the resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture. To secure the


                                       43
<PAGE>


Company's payment obligations in this Section 6.07, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on the
Securities. Such lien shall survive the resignation or removal of the Trustee
and the satisfaction and discharge of this Indenture. When the Trustee incurs
expenses or renders services after a Default or an Event of Default specified in
Section 5.01(e) and 5.01(f) hereof occurs, the expenses and the compensation for
the services (including, the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under United States Code,
Title 11 or any other similar foreign, federal or state law for the relief of
debtors.

         Section 6.08. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

         Section 6.09. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

         Section 6.10. Resignation And Removal; Appointment Of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction at the expense of the Trustee for the appointment of a successor
Trustee.

         (c) The Trustee may be removed at any time by Act of the Holders of a
majority in Principal Amount of the Outstanding Securities, delivered to the
Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
notice of removal, the Trustee being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities.

         (d) If at any time:


                                       44
<PAGE>


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

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

                  (iii) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent, or

                  (iv) a receiver of the Trustee or of its property shall be
         appointed or any public officer shall take charge or control of the
         Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

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

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Company Order, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in Principal Amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.06. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

         (g) If a Trustee is removed with or without cause, all fees and
expenses (including the reasonable fees and expenses of counsel) of the Trustee
incurred in the administration of the trust or in the performance of the duties
hereunder prior to such removal shall be paid to the Trustee.

         Section 6.11. Acceptance Of Appointment By Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such


                                       45
<PAGE>


successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

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

         Section 6.12. Merger, Conversion, Consolidation Or Succession To
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         Section 6.13. Preferential Collection Of Claims Against. If and when
the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).

                                   ARTICLE 7
              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

         Section 7.01. Company To Furnish Trustee Names And Addresses Of
Holders. The Company will furnish or cause to be furnished to the Trustee:

                  (i) semi-annually, not later than 15 days after each Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders as of such Regular
         Record Date; and

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

provided, however, that no such list need be furnished so long as the Trustee is
acting as Security Registrar.

         Section 7.02. Preservation Of Information; Communications To Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01


                                       46
<PAGE>


and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

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

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

         Section 7.03. Reports By Trustee. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than July 15
in each calendar year, commencing in July 15, 2004. Each such report shall be
dated as of a date not more than 60 days prior to the date of transmission.

         (a) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
shall notify the Trustee promptly (and in any event within 10 days) whenever the
Securities become listed on any stock exchange or of any delisting thereof.

         Section 7.04. Reports By Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission. In the event the Company is not subject to Section
13 or 15(d) of the Exchange Act, it shall file with the Trustee upon request the
information required to be delivered pursuant to Rule 144A(d) under the
Securities Act. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). It is expressly
understood that materials transmitted electronically by the Company to the
Trustee shall be deemed filed with the Trustee for purposes of this Section
7.04.


                                       47
<PAGE>


                                    ARTICLE 8
                CONSOLIDATION, MERGER, CONVEY, TRANSFER OR LEASE

         Section 8.01. Company May Consolidate, Etc., Only On Certain Terms. The
Company shall not consolidate or combine with or merge into any other Person or
convey, transfer or lease its properties, and assets, substantially as an entity
to another Person, unless:

         (a) either (i) the Company shall be the continuing Person or (ii) the
Person (if other than the Company) formed by such consolidation or combination
into which the Company is merged or the Person which acquires by conveyance,
transfer or other business combination, or which leases, the properties and
assets of the Company substantially as an entirety (the "SURVIVING ENTITY"), (1)
shall be organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and (2) the Surviving
Entity shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, all of the obligations of the Company under the
Securities and this Indenture;

         (b) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and

         (c) the Company or the Surviving Entity has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer, business combination or lease and,
if a supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with this Article 8 and Article 9,
respectively.

         Section 8.02. Successor Substituted. Upon any consolidation or
combination of the Company with, or merger of the Company into, any other Person
or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.01, the successor
Person formed by such consolidation or combination or into which the Company is
merged or to which such conveyance, transfer, business combination or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                   ARTICLE 9
                             SUPPLEMENTAL INDENTURES

         Section 9.01. Supplemental Indentures Without Consent Of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may amend,
modify or supplement this Indenture or the Securities, in form satisfactory to
the Trustee, for any of the following purposes:


                                       48
<PAGE>


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

                  (ii) to add to the covenants of the Company for the benefit of
         the Holders, or to surrender any right or power herein conferred upon
         the Company; or

                  (iii) to provide for a successor Trustee with respect to the
         Securities; or

                  (iv) to add any additional Events of Default with respect to
         the Securities; or

                  (v) to cure any ambiguity or defect, to correct or supplement
         any provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture which shall not be inconsistent
         with the provisions of this Indenture, provided that such action
         pursuant to this clause (iv) shall not adversely affect the interests
         of the Holders in any material respect; or

                  (vi) to secure the Securities; or

                  (vii) to reduce the Conversion Price; provided, however, that
         such reduction in the Conversion Price is in accordance with the terms
         of this Indenture or shall not adversely affect the interests of the
         Holders of Securities (after taking into account tax and other
         consequences of such reduction) in any material respect; or

                  (viii) to supplement any of the provisions of the Indenture to
         such extent as shall be necessary to permit or facilitate the discharge
         of the Securities; provided, however that such change or modification
         does not adversely affect the interests of the Holders of the
         Securities in any material respect; or

                  (ix) to make any changes or modifications necessary in
         connection with the registration of the Securities under the Securities
         Act as contemplated in the Registration Rights Agreement; provided,
         however, that such change or modification does not adversely affect the
         interests of the Holders of Securities in any material respect; or

                  (x) to add or modify any other provisions herein with respect
         to matters or questions arising hereunder which the Company and the
         Trustee may deem necessary or desirable and which would not reasonably
         be expected to adversely affect the interests of the Holders of
         Securities in any material respect; or

                  (xi) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Securities any property or assets; or

                  (xii) to comply with any requirements of the Commission in
         connection with the qualification of this Indenture under the Trust
         Indenture Act.

         Section 9.02. Supplemental Indentures With Consent Of Holders. Section
9.03 With the consent of the Holders of not less than a majority in Principal
Amount of the Outstanding


                                       49
<PAGE>


Securities, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby:

                  (i) extend the fixed Maturity of any Security; or

                  (i) reduce the Principal Amount of or Additional Interest
         Amount payable on any Security; or

                  (ii) reduce the Redemption Price, Repurchase Price or
         Designated Event Repurchase Price of any Security; or

                  (iii) after the occurrence of a Designated Event, make any
         change that adversely affects the right of Holders of the Securities to
         require the Company to purchase such Securities in accordance with the
         terms thereof and this Indenture; or

                  (iv) change the currency of any payment amount of any Security
         from U.S. Dollars or shares of Common Stock as provided herein; or

                  (v) make any change that impairs the right of Holders of
         Securities to convert any Security; or

                  (vi) make any change that impairs the right of Holders to
         institute suit for payment of the Securities; or

                  (vii) reduce the percentage in Principal Amount of the
         Outstanding Securities, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver (of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences)
         provided for in this Indenture; or

                  (viii) change the ranking of the notes in any manner that
         adversely affects the rights of Holders of Securities under this
         Indenture;

                  (ix) reduce the percentage of the Principal Amount of the
         outstanding Securities the written consent or affirmative vote of whose
         Holders is required to take specific actions under the Indenture; or

                  (x) modify the obligation of the Company to maintain an agency
         in The City of New York as required under this Indenture; or

                  (xi) modify any of the provisions of this Section or Section
         5.13, except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Outstanding Security affected
         thereby.


                                       50
<PAGE>


         (b) The Holders of not less than a majority in aggregate Principal
Amount of the Outstanding Securities may, on behalf of the Holders of all of the
Securities, waive any past default and its consequences under this Indenture,
except a default (i) in the payment of the Principal Amount of or any premium or
Additional Interest Amount, if any, on or with respect to the Securities or (ii)
in respect of a covenant or provision that cannot be modified without the
consent of the Holder of each Security affected thereby as set forth in
paragraph (a) above.

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

         Section 9.04. Execution Of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, in addition to the documents
required by Section 1.02, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.
Subject to the preceding sentence, the Trustee shall sign such supplemental
indenture if the same does not adversely affect the Trustee's own rights, duties
or immunities under this Indenture or otherwise. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which adversely
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         Section 9.05. Effect Of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         Section 9.06. Conformity With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

         Section 9.07. Reference In Securities To Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article shall bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.

                                   ARTICLE 10
                                    COVENANTS

         Section 10.01. Payments. The Company shall duly and punctually make all
payments in respect of the Securities in accordance with the terms of the
Securities and this Indenture. The Company shall, to the fullest extent
permitted by law, pay interest on overdue payments of


                                       51
<PAGE>


Principal Amount, plus accrued but unpaid Additional Interest Amounts, if any,
Redemption Price, Repurchase Price and Designated Event Repurchase Price at the
rate of 1% per annum from the required payment date of such overdue payment.

         Any payments made or due pursuant to this Indenture shall be considered
paid on the applicable date due if by 10:00 a.m., New York City time, on such
date the Paying Agent holds, in accordance with this Indenture, cash sufficient
to pay all such amounts then due. Payment of the principal of and Additional
Interest Amounts, if any, on the Securities shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         Section 10.02. Maintenance Of Office Or Agency. The Company shall
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer, exchange, repurchase or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served, which shall initially be the
Corporate Trust Office of the Trustee. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, The City of New
York) where the Securities may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York, for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

         Section 10.03. Money For Security Payments To Be Held In Trust. If the
Company shall at any time act as its own Paying Agent, it shall, on or before
each due date of any payment in respect of any of the Securities, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to make the payment so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of any payment in respect of any Securities, deposit with
a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.


                                       52
<PAGE>


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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the making of payments in respect of any Security
and remaining unclaimed for two years after such payment has become due shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining shall be repaid to the
Company.

         Section 10.04. Statement By Officers As To Default. The Company shall
deliver to the Trustee, within 90 days after the end of each fiscal year of the
Company ending after the date hereof, an Officers' Certificate, stating whether
or not to the knowledge of the signers thereof the Company is in Default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in Default, specifying all such
Defaults and the nature and status thereof of which they may have knowledge.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

         Section 10.05. Existence. Subject to Article 8, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.


                                       53
<PAGE>


         Section 10.06. Reports And Delivery Of Certain Information. Whether or
not required by the rules and regulations of the Commission, so long as any
Securities are outstanding, the Company shall promptly furnish to the Trustee
(i) all quarterly and annual financial information that is substantially
equivalent to that which would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" section and, with respect to the annual information
only, a report thereon by the Company's certified independent accountants and
(ii) all reports that are substantially equivalent to that which would be
required to be filed with the Commission on Form 8-K if the Company were
required to file such reports; provided that in each case the delivery of
materials to the Trustee by electronic means shall be deemed to be "furnished"
to the Trustee for purposes of this Section 10.06; and provided further that so
long as such filings by the Company are available on the Commission's Electronic
Data Gathering, Analysis and Retrieval system (EDGAR), such filings shall be
deemed to have been "furnished" to the Trustee for purposes of this Section
10.06 without any further action required by the Company. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates). In addition, whether or not required by the rules and regulations
of the Commission, the Company shall file a copy of all such information with
the Commission for public availability (unless the Commission will not accept
such a filing) and make such information available to investors who request it
in writing. So long as any of the Securities remain Outstanding, the Company
shall make available the information required by Rule 144A(d) under the
Securities Act to any Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock, or to a prospective purchaser of any
such security designated by any such holder, as the case may be, to the extent
required to permit compliance by such Holder or holder with Rule 144A under the
Securities Act in connection with the resale of any such security.

         Section 10.07. Resale Of Certain Securities. During the period
beginning on the Issue Date and ending on the date that is two years from the
Issue Date, the Company shall not resell any Securities which constitute
"RESTRICTED SECURITIES" under Rule 144 that have been reacquired by any of them.
The Trustee shall have no responsibility in respect of the Company's performance
of its agreement in the preceding sentence.

         Section 10.08. Book-Entry System. If the Securities cease to trade in
the Depositary's book-entry settlement system, the Company covenants and agrees
that it shall use reasonable efforts to make such other book-entry arrangements
that it determines are reasonable for the Securities.

         Section 10.09. Additional Interest Amounts Under The Registration
Rights Agreement. If at any time Additional Interest Amounts become payable by
the Company pursuant to the Registration Rights Agreement, the Company shall
promptly deliver to the Trustee a certificate


                                       54
<PAGE>


to that effect and stating (i) the amount of such Additional Interest Amounts
that are payable and (ii) the date on which such Additional Interest Amounts are
payable pursuant to the terms of the Registration Rights Agreement. Unless and
until a Responsible Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no Additional Interest Amounts are
payable. If the Company has paid Additional Interest Amounts directly to the
Persons entitled to such Additional Interest Amounts, the Company shall deliver
to the Trustee a certificate setting forth the particulars of such payment.

         Section 10.10. Information For IRS Filings. The Company shall provide
to the Trustee on a timely basis such information as the Trustee requires to
enable the Trustee to prepare and file any form required to be submitted by the
Company with the Internal Revenue Service and the Holders of the Notes.

         Section 10.11. Further Instruments And Acts. Upon reasonable request of
the Trustee, or as otherwise necessary, the Company will execute and deliver
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purposes of this Indenture.

                                   ARTICLE 11
                                   REDEMPTION

         Section 11.01. The Company's Right To Redeem; Notice To Trustee.
Beginning on November 15, 2008, the Company, at its option, may redeem the
Securities in accordance with this Article 11 for cash at any time as a whole,
or from time to time in part, at a redemption price equal to 100% of the
Principal Amount of Securities to be redeemed plus accrued but unpaid Additional
Interest Amounts, if any, up to but not including, the Redemption Date (the
"REDEMPTION PRICE").

         If the Company elects to redeem Securities, it shall notify the Trustee
in writing of the Redemption Date, the Principal Amount of Securities to be
redeemed and the Redemption Price. The Company shall give this notice to the
Trustee by a Company Order at least 40 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee).

         Section 11.02. Selection Of Securities To Be Redeemed. If fewer than
all of the outstanding Securities are to be redeemed, unless the procedures of
the Depositary provide otherwise, the Trustee shall select the Securities to be
redeemed by lot. The Trustee shall make the selection within five Business Days
after it receives the notice provided for in Section 11.01 from outstanding
Securities not previously called for redemption.

         Securities and portions of Securities that the Trustee selects shall be
in Principal Amounts of $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to 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 the Securities to be redeemed.


                                       55
<PAGE>


         Securities and portions of Securities that are to be redeemed are
convertible by the Holder until 5:00 p.m., New York City time, on the Business
Day immediately preceding the Redemption Date. If any Security selected for
partial redemption is converted in part before termination of the conversion
right with respect to the portion of the 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 11.03. 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 of redemption shall identify the Securities to be
redeemed and shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) the Conversion Price;

                  (d) the name and address of the Paying Agent and Conversion
Agent;

                  (e) that Securities called for redemption may be converted at
any time prior to 5:00 p.m., New York City time, on the Business Day preceding
the Redemption Date;

                  (f) that Holders who want to convert their Securities must
satisfy the requirements set forth in Article 15;

                  (g) that Securities called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price;

                  (h) in the case of any Security redeemed in part, that the
Holder of such Security will receive a new Security or Securities, of authorized
denominations for the Principal Amount thereof remaining unredeemed;

                  (i) if fewer than all of the outstanding Securities are to be
redeemed, the certificate numbers, if any, and Principal Amounts of the
particular Securities to be redeemed;

                  (j) that, unless the Company defaults in making payment of
such Redemption Price, any Additional Interest Amounts on Securities called for
redemption will cease to accrue on and after the Redemption Date;

                  (k) the CUSIP number(s) of the Securities; and

                  (l) any other information the Company wants to present.

At the Company's request, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense; provided, however, that the Company
makes such request at least five Business Days (unless a shorter period shall be
satisfactory to the Trustee) prior to


                                       56
<PAGE>


the date by which such notice of redemption must be given to Holders in
accordance with this Section 11.03; provided, further, that the text of the
notice of redemption shall be prepared by the Company.

         Section 11.04. 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, 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.

         Section 11.05. Deposit Of Redemption Price. Prior to 10:00 a.m., New
York City time, on the applicable Redemption Date, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of any
of them is acting as the Paying Agent, shall segregate and hold in trust as
provided in Section 10.03) an amount of cash (in immediately available funds if
deposited on the Redemption Date) sufficient to pay the aggregate Redemption
Price of all Securities or portions thereof which are to be redeemed as of such
Redemption 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.

         If the Paying Agent holds, in accordance with the terms hereof, at
10:00 a.m., New York City time, on the applicable Redemption Date, cash
sufficient to pay the Redemption Price of any Securities for which notice of
redemption is given, then, on such Redemption Date, such Securities will cease
to be outstanding and Additional Interest Amounts, if any, on such Securities
will cease to accrue, whether or not such Securities are delivered to the Paying
Agent, and the rights of the Holders in respect thereof shall terminate (other
than the right to receive the Redemption Price upon delivery of such
Securities).

         Section 11.06. Securities Redeemed In Part. Any Physical Security which
is to be redeemed only in part shall be surrendered at the office of the Paying
Agent and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without charge, a new Security or
Securities, of any authorized denomination as requested by such Holder in
aggregate Principal Amount equal to the unredeemed portion of the Security
surrendered.

         Section 11.07. Repayment To The Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 11.05
exceeds the aggregate Redemption Price of the Securities or portions thereof
which the Company is redeeming as of the Redemption Date, then, promptly after
the Redemption Date, the Paying Agent shall return any such excess to the
Company.

         Section 11.08. Other Repurchases. The Company may, from time to time,
at its option (and nothing contained in this Indenture shall limit the Company's
right to), repurchase the Securities in open market purchases or negotiated
transactions, without any prior notice to any Holders, provided that in
exercising its right under this Section 11.08, the Company complies with all
applicable federal and state securities laws.


                                       57
<PAGE>


                                   ARTICLE 12
      REPURCHASE OF SECURITIES AT THE OPTION OF HOLDERS ON A SPECIFIC DATE

         Section 12.01. Repurchase Of Securities At The Option Of Holders On A
Specific Date. (a) Securities shall be repurchased by the Company for cash, at
the option of the Holder thereof, on November 15, 2008 (the "REPURCHASE DATE"),
at a repurchase price equal to 100% of the Principal Amount of those Securities
plus accrued but unpaid Additional Interest Amounts, if any, up to but not
including, such Repurchase Date (the "REPURCHASE PRICE"), subject to
satisfaction by or on behalf of the Holder of the requirements set forth in
Section 12.01(c).

                  (b) No later than 20 Business Days prior to the Repurchase
Date, the Company shall mail a written notice of the repurchase right by first
class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Repurchase
Notice to be completed by the Holder and shall briefly state, as applicable:

                           (i) the date by which the Repurchase Notice must be
                  delivered to the Paying Agent in order for a Holder to
                  exercise the repurchase right;

                           (ii) the Repurchase Date;

                           (iii) the Repurchase Price;

                           (iv) the name and address of the Paying Agent and the
                  Conversion Agent;

                           (v) the Conversion Rate and any adjustments thereto;

                           (vi) that the Securities as to which a Repurchase
                  Notice has been given may be converted if they are otherwise
                  convertible pursuant to Article 15 only if the Repurchase
                  Notice has been withdrawn in accordance with the terms of this
                  Indenture;

                           (vii) that the Securities must be surrendered to the
                  Paying Agent to collect payment;

                           (viii) that the Repurchase Price for any Security as
                  to which a Repurchase Notice has been duly given and not
                  withdrawn will be paid promptly following the later of the
                  Repurchase Date and the time of surrender of such Security;

                           (ix) the procedures the Holder must follow to
                  exercise its repurchase right under this Section 12.01;

                           (x) the conversion rights, if any, of the Securities;

                           (xi) the procedures for withdrawing a Repurchase
                  Notice;


                                       58
<PAGE>


                           (xii) that, unless the Company defaults in making
                  payment of such Repurchase Price, any Additional Interest
                  Amounts on Securities surrendered for repurchase by the
                  Company will cease to accrue on and after the Repurchase Date;
                  and

                           (xiii) the CUSIP number(s) of the Securities.

         At the Company's request, the Trustee shall give the notice of
repurchase right in the Company's name and at the Company's expense; provided,
however, that the Company makes such request at least three Business Days
(unless a shorter period shall be satisfactory to the Trustee) prior to the date
by which such notice of repurchase right must be given to the Holder in
accordance with this Section 12.01(b); provided, further, that the text of the
notice of repurchase right shall be prepared by the Company.

                  (c) A Holder may exercise its right specified in Section
12.01(a) upon delivery of a written notice of repurchase (a "REPURCHASE NOTICE")
to the Paying Agent at any time during the period beginning at 9:00 a.m., New
York City time, on the date that is 20 Business Days immediately preceding the
Repurchase Date until 5:00 p.m., New York City time, on the Repurchase Date,
stating:

                           (i) the certificate number of the Security which the
                  Holder will deliver to be repurchased or the appropriate
                  Depositary procedures if Physical Securities have not been
                  issued;

                           (ii) the portion of the Principal Amount of the
                  Security which the Holder will deliver to be repurchased,
                  which portion must be in Principal Amounts of $1,000 or an
                  integral multiple of $1,000; and

                           (iii) that such Security shall be repurchased by the
                  Company as of the Repurchase Date pursuant to the terms and
                  conditions specified in the Securities and in this Indenture.

         The delivery of such Security to the Paying Agent with, or at any time
after delivery of, the Repurchase Notice (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Repurchase Price therefor; provided, however, that
such Repurchase Price shall be so paid pursuant to this Section 12.01 only if
the Security so delivered to the Paying Agent shall conform in all respects to
the description thereof in the related Repurchase Notice.

         The Company shall repurchase from the Holder thereof, pursuant to this
Section 12.01, a portion of a Security, so long as the Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the repurchase of all of a Security also apply to the
repurchase of such portion of such Security.

         Any repurchase by the Company contemplated pursuant to the provisions
of this Section 12.01 shall be consummated by the delivery of the consideration
to be received by the Holder promptly following the later of the Repurchase Date
and the time of delivery of the Security.


                                       59
<PAGE>


         Notwithstanding anything contained herein to the contrary, any Holder
delivering to the Paying Agent the Repurchase Notice contemplated by this
Section 12.01(c) shall have the right to withdraw such Repurchase Notice at any
applicable time prior to 5:00 p.m., New York City time, on the Repurchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 12.02.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Repurchase Notice or written notice of withdrawal thereof.

         Section 12.02. Effect of Repurchase Notice. Upon receipt by the Paying
Agent of the Repurchase Notice specified in Section 12.01(c), the Holder of the
Security in respect of which such Repurchase Notice was given shall (unless such
Repurchase Notice is withdrawn as specified in the following paragraph)
thereafter be entitled to receive solely the Repurchase Price with respect to
such Security. Such Repurchase Price shall be paid to such Holder, subject to
receipts of cash by the Paying Agent, promptly following the later of (a) the
Repurchase Date with respect to such Security (provided the conditions in
Section 12.01(c) have been satisfied) and (b) the time of delivery of such
Security to the Paying Agent by the Holder thereof in the manner required by
Section 12.01(c). Securities in respect of which a Repurchase Notice has been
given by the Holder thereof may not be converted pursuant to Article 15 on or
after the date of the delivery of such Repurchase Notice unless such Repurchase
Notice has first been validly withdrawn as specified in the following paragraph.

         A Repurchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the
Repurchase Date, specifying:

                  (a) the certificate number, if any, or the appropriate
Depositary procedures, if applicable, of the Security in respect of which such
notice of withdrawal is being submitted;

                  (b) the Principal Amount of the Security with respect to which
such notice of withdrawal is being submitted; and

                  (c) the Principal Amount, if any, of such Security which
remains subject to the original Repurchase Notice and which has been or will be
delivered for repurchase by the Company.

         Section 12.03. Deposit Of Repurchase Price. Prior to 10:00 a.m., New
York City time, on the Repurchase Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them
is acting as the Paying Agent, shall segregate and hold in trust as provided in
Section 10.03) an amount of cash (in immediately available funds if deposited on
such Business Day) sufficient to pay the aggregate Repurchase Price of all the
Securities or portions thereof which are to be repurchased on such Repurchase
Date.

         If the Paying Agent holds, in accordance with the terms hereof, at
10:00 a.m., New York City time, on the Repurchase Date, cash sufficient to pay
the Repurchase Price of any Securities for which a Repurchase Notice has been
tendered and not withdrawn pursuant to Section 12.02, then, immediately after
the Repurchase Date, such Securities will cease to be outstanding and


                                       60
<PAGE>


any Additional Interest Amounts on such Securities will cease to accrue, whether
or not such Securities are delivered to the Paying Agent, and the rights of the
Holders in respect thereof shall terminate (other than the right to receive the
Repurchase Price upon delivery of such Securities).

         Section 12.04. Securities Repurchased In Part. Any Physical Security
which is to be repurchased only in part shall be surrendered at the office of
the Paying Agent (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate Principal Amount equal to, and in exchange
for, the portion of the Principal Amount of the Security so surrendered which is
not repurchased.

         Section 12.05. Covenant To Comply With Securities Laws Upon Repurchase
Of Securities. When complying with the provisions of Section 12.01 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), and subject to any exemptions available under applicable law, the
Company shall:

                  (a) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, as applicable;

                  (b) file the related Schedule TO (or any successor schedule,
form or report) under the Exchange Act, as applicable; and

                  (c) otherwise comply with all federal and state securities
laws so as to permit the rights and obligations under Article 12 to be exercised
in the time and in the manner specified herein.

         To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Article 12, the Company's compliance with
such laws and regulations shall not in and of itself cause a breach of its
obligations under this Article 12.

         Section 12.06. Repayment to the Company. The Paying Agent shall return
to the Company any cash that remains unclaimed for two years, together with
interest thereon, held by it for the payment of the Repurchase Price; provided,
however, to the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 12.03 exceeds the aggregate Repurchase Price of the
Securities or portions thereof which the Company is obligated to repurchase on
the Repurchase Date, then, promptly after the Repurchase Date, the Paying Agent
shall return any such excess to the Company.


                                       61
<PAGE>


                                   ARTICLE 13
            REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON
                                DESIGNATED EVENT

         Section 13.01. Repurchase Of Securities At Option Of The Holder Upon
Designated Event.(a) General. If at any time prior to the Maturity Date there
shall have occurred a Designated Event, Securities shall be purchased by the
Company at the option of the Holder, in whole or in part, as of the date that is
30 days after the date of the mailing of the Designated Event Company Notice
under Section 13.01(b) (the "DESIGNATED EVENT REPURCHASE DATE") at a purchase
price equal to the Principal Amount of the Securities to be purchased plus
accrued but unpaid Additional Interest Amounts, if any, up to but not including,
the repurchase date (the "DESIGNATED EVENT REPURCHASE PRICE"), subject to
satisfaction by or on behalf of any Holder of the requirements set forth in
Section 13.01(c).

         A "DESIGNATED EVENT" will be deemed to have occurred upon a Fundamental
Change or a Termination of Trading. A "TERMINATION OF TRADING" will be deemed to
have occurred if the Common Stock is neither listed for trading on a United
States national securities exchange nor approved for quotation on the Nasdaq
National Market or any similar United States system of automated dissemination
of quotations of securities prices. A "FUNDAMENTAL CHANGE" is any transaction or
event (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) in connection with which all or substantially all of the Common Stock
is exchanged for, converted into, acquired for or constitutes solely the right
to receive, consideration which is not all or substantially all common stock or
American Depositary Shares that (i) is listed on, or immediately after the
transaction or event will be listed on, a United States national securities
exchange, or (ii) is approved, or immediately after the transaction or event
will be approved, for quotation on the Nasdaq National Market or any similar
United States system of automated dissemination of quotations of securities
prices.

         (b) Notice of Designated Event. Within 30 days after the occurrence of
a Designated Event, the Company shall mail a written notice of Designated Event
(the "DESIGNATED EVENT COMPANY NOTICE") by first-class mail to the Trustee and
to each Holder (and to beneficial owners as required by applicable law). The
notice shall include a form of Designated Event Repurchase Notice to be
completed by the Securityholder and shall state:

                  (i) the events causing a Designated Event and the date of such
         Designated Event;

                  (ii) that the Holder has a right to require the Company to
         repurchase the Holder's Securities;

                  (iii) the date by which the Designated Event Repurchase Notice
         pursuant to this Section 13.01 must be delivered to the Paying Agent in
         order for a Holder to exercise the Designated Event repurchase right;

                  (iv) the Designated Event Repurchase Date;

                  (v) the Designated Event Repurchase Price;


                                       62
<PAGE>


                  (vi) whether the Designated Event Repurchase Price will be
         paid in cash or shares of Common Stock, or a combination thereof and,
         in the case of a combination, the percentage of each;

                  (vii) if the Company elects to pay the Designated Event
         Repurchase Price in shares of Common Stock or a combination of cash and
         shares of Common Stock, that the number of shares of Common Stock each
         Holder will receive will equal the portion of the Designated Event
         Repurchase Price to be paid in shares of Common Stock divided by the
         Market Price of one share of Common Stock;

                  (viii) if the Company elects to pay the Designated Event
         Repurchase Price in shares of Common Stock or a combination of cash and
         shares of Common Stock, the method of calculating the Market Price of
         the shares of Common Stock;

                  (ix) that because the Market Price of one share of Common
         Stock will be determined prior to the Designated Event Repurchase Date,
         Holders of the Securities will bear the market risk that the shares of
         Common Stock to be received will decline in value between the date such
         Market Price is determined and the Designated Event Repurchase Date;

                  (x) the name and address of the Paying Agent and the
         Conversion Agent;

                  (xi) the Conversion Price applicable on the Designated Event
         Company Notice Date;

                  (xii) that Securities as to which a Designated Event
         Repurchase Notice has been given may be converted pursuant to Article
         15 hereof only if the Designated Event Repurchase Notice has been
         withdrawn in accordance with the terms of this Indenture;

                  (xiii) that Securities must be surrendered to the Paying Agent
         for cancellation to collect payment;

                  (xiv) that the Designated Event Repurchase Price for any
         Security as to which a Designated Event Repurchase Notice has been duly
         given and not withdrawn will be paid promptly following the later of
         the Designated Event Repurchase Date and the time of surrender of such
         Security as described in (xiii);

                  (xv) the procedures the Holder must follow to exercise rights
         under this Section 13.01;

                  (xvi) the conversion rights, if any, of the Securities;

                  (xvii) the procedures for withdrawing a Designated Event
         Repurchase Notice; and

                  (xviii) the CUSIP number of the Securities.


                                       63
<PAGE>


                  At the Company's request, the Trustee shall give such
Designated Event Company Notice in the Company's name and at the Company's
expense; provided, however, that, in all cases, the text of such Designated
Event Company Notice shall be prepared by the Company.

         (c) Designated Event Repurchase Notice. A Holder may exercise its right
specified in Section 13.01(a) upon delivery of a written notice of repurchase (a
"DESIGNATED EVENT REPURCHASE NOTICE"), substantially in the form of EXHIBIT B
hereto, at any time from the opening of business on the date of the Designated
Event Company Notice until the close of business on the Designated Event
Repurchase Date, stating:

                  (i) the certificate number of the Security which the Holder
         will deliver to be repurchased or the appropriate Depositary procedures
         if Physical Securities have not been issued;

                  (ii) the portion of the Principal Amount of the Security which
         the Holder will deliver to be repurchased, which portion must be in a
         Principal Amount of $1,000 or an integral multiple thereof; and

                  (iii) that such Security shall be repurchased with respect to
         the Designated Event Repurchase Date pursuant to the terms and
         conditions specified in the Securities and in this Indenture

                  (iv) in the event the Company elects, pursuant to Section
         13.02, to pay the Designated Event Repurchase Price, in whole or in
         part, in shares of Common Stock but such portion of the Designated
         Event Repurchase Price shall ultimately be paid to such Holder entirely
         in cash because any of the conditions to payment of the Designated
         Event Repurchase Price in shares of Common Stock is not satisfied prior
         to 5:00 p.m., New York City time, on the Business Day immediately
         preceding the Designated Event Repurchase Date, as set forth in Section
         13.02(b), whether such Holder elects to (A) withdraw such Designated
         Event Repurchase Notice as to some or all of the Securities to which
         such Designated Event Repurchase Notice relates (stating the Principal
         Amount and certificate numbers, if any, or the appropriate Depositary
         procedures, if applicable, of the Securities as to which such
         withdrawal shall relate), or (B) receive cash in respect of the entire
         Designated Event Repurchase Price for all Securities (or portions
         thereof) to which such Designated Event Repurchase Notice relates.

         The delivery of such Security to the Paying Agent with, or at any time
after delivery of, the Designated Event Repurchase Notice (together with all
necessary endorsements) at the offices of the Paying Agent shall be a condition
to the receipt by the Holder of the Designated Event Repurchase Price therefor;
provided, however, that such Designated Event Repurchase Price shall be so paid
pursuant to this Section 13.01 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Designated Event Repurchase Notice.

         The Company shall repurchase from the Holder thereof, pursuant to this
Section 13.01, a portion of a Security, so long as the Principal Amount of such
portion is $1,000 or an integral


                                       64
<PAGE>


multiple thereof. Provisions of this Indenture that apply to the repurchase of
all of a Security also apply to the repurchase of such portion of such Security.

         Any repurchase by the Company contemplated pursuant to the provisions
of this Section 13.01 shall be consummated by the delivery of the consideration
to be received by the Holder promptly following the later of the Designated
Event Repurchase Date and the time of delivery of the Security; provided,
however, that if the Designated Event Repurchase Notice is delivered after a
date which is 2 Business Days prior to the Designated Event Repurchase Date,
such payment may be made as promptly after such Designated Event Repurchase Date
as is practicable.

         Notwithstanding anything contained herein to the contrary, any Holder
delivering to the Paying Agent the Designated Event Repurchase Notice
contemplated by this Section 13.01(c) shall have the right to withdraw such
Designated Event Repurchase Notice at any time prior to the close of business on
the Business Day immediately preceding the Designated Event Repurchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 13.03.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Designated Event Repurchase Notice or written notice of withdrawal
thereof.

         Section 13.02. The Company's Right To Elect Manner Of Payment Of
Designated Event Repurchase Price.

                  (a) The Securities to be repurchased with respect to any
Designated Event Repurchase Date pursuant to Section 13.01(a) may be paid for at
the election of the Company in cash or shares of Common Stock, or in any
combination of cash and shares of Common Stock, subject to the conditions set
forth in Section 13.02(b). The Company shall designate, in the Designated Event
Company Notice delivered pursuant to Section 13.01(b), whether the Company will
repurchase the Securities for cash or shares of common Stock, or, if a
combination thereof, the percentages of the Designated Event Repurchase Price in
respect of which it will pay in cash or shares of Common Stock; provided,
however, that the Company will pay cash for fractional interests in shares of
Common Stock. For purposes of determining the existence of potential fractional
interests, all Securities subject to repurchase by the Company held by a Holder
shall be considered together (no matter how many separate certificates are to be
presented). Each Holder whose Securities are repurchased pursuant to Section
13.01 shall receive the same percentage of cash or shares of Common Stock in
payment of the Designated Event Repurchase Price for such Securities, except (i)
as provided in this Section 13.02(a) with regard to the payment of cash in lieu
of fractional shares of Common Stock and (ii) in the event that the Company is
unable to purchase the Securities of a Holder or Holders for shares of Common
Stock because any necessary qualifications or registrations of the shares of
Common Stock under applicable securities laws cannot be obtained, the Company
may purchase the Securities of such Holder or Holders for cash. The Company may
not change its election with respect to the consideration (or components or
percentages of components thereof) to be paid once the Company has given its
Designated Event Company Notice to Holders except in the event of a failure to
satisfy, prior to 5:00 p.m., New York City time, on the Business Day immediately
preceding the Designated Event Repurchase Date, any condition to the payment of
the Designated Event Repurchase Price in whole or in part, in shares of Common
Stock.


                                       65
<PAGE>


                  (b) If the Company elects to pay all or a portion of the
Designated Event Repurchase Price of Securities in respect of which a Designated
Event Repurchase Notice pursuant to Section 13.01(c) has been given in Common
Stock, the number of shares of Common Stock to be issued shall be equal to (i)
the portion of the Designated Event Repurchase Price to be paid in Common Stock
divided by (ii) the Market Price of one share of Common Stock, subject to
satisfaction of the conditions set forth in the second succeeding paragraph.

                  The Company will not issue any fraction of a share of Common
Stock in payment of the Designated Event Repurchase Price. Instead, the Company
will make a cash payment (calculated to the nearest cent) equal to such fraction
multiplied by the Market Price of one share of Common Stock. If a Holder elects
to have more than one Security purchased, the number of shares of Common Stock
shall be based on the aggregate amount of Securities to be purchased.

                  The Company's right to exercise its election to repurchase
Securities through the issuance of shares of Common Stock shall be conditioned
upon:

                           (i) the registration of such shares of Common Stock
                  under the Securities Act and the Exchange Act, in each case,
                  if required; and

                           (ii) any qualification or registration of such shares
                  of Common Stock under applicable state securities laws, if
                  necessary, or the availability of an exemption from such
                  qualification and registration;

                           (iii) the receipt by the Trustee of an Officers'
                  Certificate stating (A): that the terms of the issuance of the
                  shares of Common Stock are in conformity with this Indenture;
                  (B) that the shares of Common Stock to be issued in payment of
                  the Designated Event Repurchase Price in respect of Securities
                  have been duly authorized and, when issued and delivered
                  pursuant to the terms of this Indenture in payment of the
                  Designated Event Repurchase Price in respect of Securities,
                  will be validly issued, fully paid, non-assessable and free
                  from preemptive rights; (C) that the conditions in this clause
                  (iii)(A) and (iii)(B) above, the conditions in clauses
                  (i)-(ii) above and the condition set forth in the second
                  succeeding paragraph regarding issuance of a press release
                  have been satisfied in all material respects; and (D) the
                  number of shares of Common Stock to be issued for each $1,000
                  Principal Amount of Securities and the Closing Sale Price of a
                  share of Common Stock on each Trading Day during the period
                  commencing on the first Trading Day of the period during which
                  the Market Price is calculated and ending on the Trading Day
                  immediately preceding the Designated Event Repurchase Date;
                  and

                           (iv) the receipt by the Trustee of an Opinion of
                  Counsel stating that: (A) the shares of Common Stock to be
                  issued by the Company in payment of the Designated Event
                  Repurchase Price in respect of Securities have been duly
                  authorized, and when issued and delivered pursuant to the
                  terms of this Indenture


                                       66
<PAGE>


                  in payment of the Designated Event Repurchase Price in respect
                  of Securities, will be validly issued, fully paid and
                  non-assessable and, to such counsel's knowledge, free from
                  preemptive rights; and (B) the conditions in clauses (i) and
                  (ii) above have been satisfied in all material respects.

                  If the foregoing conditions are not satisfied with respect to
a Holder or Holders prior to 5:00 p.m., New York City time, on the Business Day
immediately preceding the Designated Event Repurchase Date, and the Company has
elected to repurchase the Securities pursuant to this Section 13.02 through the
issuance of shares of Common Stock, the Company shall pay the entire Designated
Event Repurchase Price of the Securities of such Holder or Holders in Cash. Upon
determination of the actual number of shares of Common Stock to be issued upon
repurchase of Securities, the Company shall be required to disseminate a press
release through a public medium as is customary for such a press release.

                  (c) Covenants of the Company. All shares of Common Stock
delivered upon repurchase of the Securities shall be newly issued shares, shall
be duly authorized, validly issued, fully paid and nonassessable, and shall be
free from preemptive rights and free of any lien or adverse claim.

                  (d) Taxes. If a Holder of a repurchased Security is paid in
shares of Common Stock, the Company shall pay any documentary, stamp or similar
issue or transfer tax due on such issue of Common Stock. However, the Holder
shall pay any such tax which is due because the Holder requests the Common Stock
to be issued in a name other than the Holder's name. The Paying Agent may refuse
to deliver the certificates representing the shares of Common Stock being issued
in a name other than the Holder's name until the Paying Agent receives a sum
sufficient to pay any tax which will be due because the shares of Common Stock
are to be issued in a name other than the Holder's name. Nothing contained
herein shall preclude any income tax withholding required by law or regulations.

         Section 13.03 Effect Of Designated Event Repurchase Notice. Upon
receipt by the Paying Agent of the Designated Event Repurchase Notice specified
in Section 13.01(c), the Holder of the Security in respect of which such
Designated Event Repurchase Notice was given shall (unless such Designated Event
Repurchase Notice is withdrawn as specified in the following two paragraphs)
thereafter be entitled to receive solely the Designated Event Repurchase Price
with respect to such Security. Such Designated Event Repurchase Price shall be
paid to such Holder, subject to receipt of funds and/or securities by the Paying
Agent, promptly following the later of (x) the Designated Event Repurchase Date
with respect to such Security (provided the conditions in Section 13.01(c) have
been satisfied) and (y) the time of delivery of such Security to the Paying
Agent by the Holder thereof in the manner required by Section 13.01(c).
Securities in respect of which a Designated Event Repurchase Notice has been
given by the Holder thereof may not be converted pursuant to Article 15 hereof
on or after the date of the delivery of such Designated Event Repurchase Notice
unless such Designated Event Repurchase Notice has first been validly withdrawn
as specified in the following two paragraphs.

         A Designated Event Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the procedures set


                                       67
<PAGE>


forth in the Designated Event Company Notice at any time prior to the close of
business on the Business Day prior to the Designated Event Repurchase Date
specifying:

                  (i) the certificate number, if any, or the appropriate
         Depositary procedures, if applicable, of the Security in respect of
         which such notice of withdrawal is being submitted;

                  (ii) the Principal Amount of the Security with respect to
         which such notice of withdrawal is being submitted; and

                  (iii) the Principal Amount, if any, of such Security which
         remains subject to the original Designated Event Repurchase Notice and
         which has been or will be delivered for repurchase by the Company.

         There shall be no purchase of any Securities pursuant to Section 13.03
if there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Securities, of the required Designated Event Repurchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Designated Event Repurchase Price with respect to such
Securities). The Paying Agent will promptly return to the respective Holders any
Securities (x) with respect to which a Designated Event Repurchase Notice has
been withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Designated Event Repurchase Price with respect to such Securities) in which
case, upon such return, the Designated Event Repurchase Notice with respect
thereto shall be deemed to have been withdrawn.

         Section 13.04. Deposit Of Designated Event Repurchase Price. Prior to
10:00 a.m. (New York City time) on the Business Day following the Designated
Event Repurchase Date, the Company shall deposit with the Trustee or with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them
is acting as the Paying Agent, shall segregate and hold in trust as provided
herein) an amount of cash (in immediately available funds if deposited on such
Business Day) and/or Common Stock, if permitted hereunder, sufficient to pay the
aggregate Designated Event Repurchase Price of all the Securities or portions
thereof which are to be repurchased on such Designated Event Repurchase Date.

         If the Paying Agent holds, in accordance with the terms hereof, at
10:00 a.m. (New York City time) on the Business Day immediately following the
applicable Designated Event Repurchase Date, cash and/or Common Stock, if
permitted hereunder, sufficient to pay the Designated Event Repurchase Price of
any Securities for which a Designated Event Repurchase Notice has been tendered
and not withdrawn pursuant to Section 13.04, then, immediately after such
Designated Event Repurchase Date, such Securities will cease to be outstanding,
and the rights of the Holders in respect thereof shall terminate (other than the
right to receive the Designated Event Repurchase Price upon delivery of such
Securities).

         As soon as practicable on and after the Designated Event Repurchase
Date, the Company shall deliver to each Holder entitled to receive shares of
Common Stock through the Paying Agent, a certificate (other than in the case of
Holders of Securities in book-entry form with the Depositary, which shares shall
be delivered in accordance with the Depositary customary


                                       68
<PAGE>


practices) for the number of full shares of Common Stock issuable in payment of
the Designated Event Repurchase Price and cash in lieu of any fractional
interests. The person in whose name the certificate for the shares of Common
Stock is registered shall be treated as a holder of record of Common Stock on
the Designated Event Repurchase Date. No payment or adjustment will be made for
dividends on the shares of Common Stock the record date for which occurred on or
prior to the Designated Event Repurchase Date.

         Section 13.05. Securities Repurchased In Part. Any Security which is to
be repurchased only in part shall be surrendered at the office of the Paying
Agent (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate Principal Amount equal to, and in exchange for, the
portion of the Principal Amount of the Security so surrendered which is not
purchased.

         Section 13.06. Covenant To Comply With Securities Laws Upon Repurchase
Of Securities. In connection with any offer to repurchase Securities under
Section 13.01 hereof (provided that such offer or repurchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), and subject to any exemptions under applicable law, the
Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Section 13.03 to be exercised in the time and in the manner
specified in Section 13.03.

         To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Article 13, the Company's compliance with
such laws and regulations including the extension of the payment or notice
periods contemplated by this Article, shall not in and of itself cause a breach
of their obligations under this Article 13.

         Section 13.07. Repayment To The Company. The Trustee and the Paying
Agent shall return to the Company any cash or shares of Common Stock that remain
unclaimed, together with interest and dividends, if any, thereon, held by them
for the payment of the Designated Event Repurchase Price; provided, however,
that to the extent that the aggregate amount of cash or shares of Common Stock
deposited by the Company pursuant to Section 13.04 exceeds the aggregate
Designated Event Repurchase Price of the Securities or portions thereof which
the Company is obligated to purchase as of the Designated Event Repurchase Date
then on the Business Day following Designated Event Repurchase Date the Trustee
or the Paying Agent, as the case may be, shall return any such excess to the
Company.


                                       69
<PAGE>


                                   ARTICLE 14
            PAYMENTS OF ADDITIONAL INTEREST AMOUNTS ON THE SECURITIES

         Section 14.01. Payment Of Additional Interest Amounts; Interest Rights
Preserved. (a) Accrued but unpaid Additional Interest Amounts, if any, on any
Security that is payable, and is punctually paid or duly provided for, on any
Additional Interest Payment Date shall be paid to the Person in whose name that
Security is registered at the close of business on the Regular Record Date for
such interest at the office or agency of the Company maintained for such
purpose. Each installment of Additional Interest Amounts, if any, on any
Security shall be made by check mailed to the address of the Holder specified in
the register of Securities, or, at the option of the Holder, at the Corporate
Trust Office, in such lawful money of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts; provided, however, that, with respect to any Holder of Securities with an
aggregate Principal Amount in excess of $5,000,000, at the request of such
Holder in writing to the Company, Additional Interest Amounts, if any, on such
Holder's Securities shall be paid by wire transfer in immediately available
funds in accordance with the written wire transfer instruction supplied by such
Holder from time to time to the Trustee and Paying Agent (if different from the
Trustee) at least two days prior to the applicable Regular Record Date. In the
case of a permanent Global Security, interest payable on any Additional Interest
Payment Date will be paid to the Depositary, with respect to that portion of
such permanent Global Security held for its account by Cede & Co. for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof.

                                   ARTICLE 15
                                   CONVERSION

         Section 15.01. Right To Convert. (a) Subject to and upon compliance
with the provisions of this Indenture, each Holder shall have the right, at such
Holder's option, at any time following the Issue Date of the Securities
hereunder through the close of business on the Final Maturity Date to convert
the Principal Amount of any such Securities, or any portion of such Principal
Amount which is $1,000 or an integral multiple thereof at the Conversion Price
then in effect:

                  (i) during any fiscal quarter commencing after December 31,
         2003, if the Closing Sale Price of the Common Stock exceeds 110% of the
         Conversion Price for at least 20 Trading Days in the 30 consecutive
         Trading Days ending on the last Trading Day of the preceding fiscal
         quarter,

                  (ii) on any Trading Day occurring after November 15, 2008, if
         the Closing Sale Price of the Common Stock has exceeded 110% of the
         then current Conversion Price on any day on or after November 15, 2008;
         or

                  (iii) subject to Section 15.02(f), during the five Business
         Day period immediately following a five consecutive Trading Day period
         in which the Trading Price, as determined following a request by a
         Holder in accordance with Section 15.01(d), for each day of such five
         consecutive Trading Day period was less than 98% of the product


                                       70
<PAGE>


         of the Closing Sale Price of the Common Stock on such Trading Day and
         the Conversion Rate in effect on such Trading Day (the condition
         specified in this subsection (b) being the "98% MARKET CONDITION");

                  (iv) at any time prior to 5:00 p.m., New York City time, on
         the Business Day immediately preceding the Redemption Date, if such
         Security has been called for redemption pursuant to Article 11 hereof;
         or

                  (v) as provided in Section 15.01(b).

         (b) In addition, in the event that:

                  (i) (A) the Company elects to distribute to holders
                  of Common Stock rights entitling them to purchase, for a
                  period expiring within 45 days, Common Stock at less than the
                  average Closing Sale Price of the Common Stock for the 10
                  Trading Days immediately preceding the declaration for such
                  distribution; or

                      (B) the Company elects to distribute to holders of Common
                  Stock assets, debt securities or certain rights to purchase
                  the Company's securities, which distribution has a per share
                  value as determined by the Board of Directors of the Company
                  exceeding 5% of the Closing Sale Price of the Common Stock on
                  the Business Day immediately preceding the declaration for
                  such distribution;

         then, in each case, the Company must notify, in writing, Holders of
         Securities of the occurrence of such an event at least 20 days prior to
         the Ex-Dividend Date for any such distribution. Once the Company has
         given such notice, Holders may surrender their Securities for
         conversion at any time until the earlier of the close of business on
         the Business Day immediately preceding the Ex-Dividend Date or the date
         of announcement by the Company that the distribution will not take
         place. No adjustment shall be made to the ability of a Holder of
         Securities to convert if such Holder may participate in the
         distribution without conversion.

                  (ii) the Company becomes party to a consolidation, merger,
         binding share exchange or sale of all or substantially all of the
         Company's assets, in each case pursuant to which the Common Stock of
         the Company would be converted into cash, securities or other property,
         a Holder may surrender the Securities for conversion at any time from
         and after the date which is 15 days prior to the anticipated effective
         date of the transaction until and including the date which is 15 days
         after the actual date of the transaction. If the Company becomes party
         to a consolidation, merger, binding share exchange or sale of all or
         substantially all of the Company's assets, in each case pursuant to
         which the Common Stock of the Company would be converted into cash,
         securities or other property, then at the effective time of the
         transaction, the right to convert the Securities into Common Stock
         shall be changed into a right to convert such Securities into the kind
         and amount of cash, securities and other property which the Holder
         would have received if the Holder had converted such Securities
         immediately prior to the transaction. If the transaction also
         constitutes a Designated Event, the Holder shall have the rights set
         forth in Article 13 above.


                                       71
<PAGE>


         (c) Notwithstanding the foregoing, a Security in respect of which a
Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice
exercising such Holder's option to require the Company to repurchase such
Security may be converted only if such notice of exercise is withdrawn in
accordance with Article 13 hereof prior to the close of business on the Business
Day immediately preceding the Repurchase Date or the Designated Event Repurchase
Date, as the case may be.

         (d) In connection with any conversion upon satisfaction of the 98%
Market Price Condition, the Bid Solicitation Agent shall have no obligation to
determine the Trading Price unless the Company has requested such determination,
and the Company shall have no obligation to request such determination unless a
Holder has provided the Company with reasonable evidence that the Trading Price
would be less than 98% of the product of the Closing Sale Price of the Common
Stock and the Conversion Rate. At such time as the Company has determined that a
Holder has provided such evidence to the Company, the Company shall instruct the
Bid Solicitation Agent, in writing, to determine the Trading Price beginning on
the next Trading Day and on each successive Trading Day until the Trading Price
is greater than or equal to 98% of the product of the Closing Sale Price of the
Common Stock and the Conversion Rate. After receiving from a Holder any
materials that purport to constitute such "reasonable evidence," the Company
shall promptly determine whether such material does constitute "reasonable
evidence" for purposes of this Section 15.01(d); provided that absent manifest
error, the Company's determination shall be binding and final. The Company shall
not be obligated to give any instructions to the Bid Solicitation Agent until
the Company has completed its determination, which it shall do promptly.

         Section 15.02. Conversion Procedure. (a) Each Security shall be
convertible at the office of the Conversion Agent into fully paid and
nonassessable shares (calculated to the nearest 1/100th of a share) of Common
Stock (subject to Sections 15.02(f) and 15.10). The Security will be converted
into shares of Common Stock at the Conversion Price therefor.

         (b) In order to exercise the conversion privilege with respect to any
Securities in certificated form, the Holder of any such Securities to be
converted, in whole or in part, shall:

                  (i) complete and manually sign the conversion notice provided
         on the back of the Security (the "CONVERSION NOTICE") and deliver such
         notice to a Conversion Agent;

                  (ii) surrender the Security to a Conversion Agent;

                  (iii) furnish appropriate endorsements and transfer documents,
         if required; and

                  (iv) pay any transfer or similar tax, if required.

The date on which the Holder satisfies all of the requirements set forth in (i)
through (iv) above is the "CONVERSION DATE." Such notice shall also state the
name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued. All such Securities surrendered for conversion
shall, unless the shares issuable on conversion are to be issued in the same
name as the registration of such Securities, be duly endorsed by, or be
accompanied by instruments of transfer in form satisfactory to the Company duly
executed by, the Holder or his duly authorized attorney.


                                       72
<PAGE>


         In order to exercise the conversion privilege with respect to any
interest in Securities in global form, the Holder must complete the appropriate
instruction form for conversion pursuant to the Depositary's book-entry
conversion program, furnish appropriate endorsements and transfer documents if
required by the Company or the Trustee or Conversion Agent, and pay the funds,
if any, required by this Section 15.02 and any transfer taxes if required
pursuant to Section 15.06.

         (c) As promptly as practicable after satisfaction of the requirements
for conversion set forth above (but in no event later than 5 Business Days after
the Conversion Date), subject to compliance with any restrictions on transfer if
shares issuable on conversion are to be issued in a name other than that of the
Holder (as if such transfer were a transfer of the Securities (or portion
thereof) so converted), the Company shall issue and shall deliver to such Holder
at the office of the Conversion Agent, a certificate or certificates for the
number of full shares of Common Stock issuable upon the conversion of such
Securities or portion thereof in accordance with the provisions of this Article
and a check or cash in respect of any fractional interest in respect of a share
of Common Stock arising upon such conversion, as provided in Section 15.03. In
case any Securities of a denomination greater than $1,000 shall be surrendered
for partial conversion, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of the Securities so surrendered, without
charge to him, new Securities in authorized denominations in an aggregate
Principal Amount equal to the unconverted portion of the surrendered Securities.

         Each conversion shall be deemed to have been effected as to any such
Securities (or portion thereof) on the date on which the requirements set forth
above in this Section 15.02 have been satisfied as to such Securities (or
portion thereof), and the person in whose name any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become on said date the Holder of record of the shares
represented thereby; provided, however, that in case of any such surrender on
any date when the stock transfer books of the Company shall be closed, the
person or persons in whose name the certificate or certificates for such shares
are to be issued shall be deemed to have become the record Holder thereof for
all purposes on the next day on which such stock transfer books are open, but
such conversion shall be at the Conversion Price in effect on the date upon
which such Securities shall be surrendered.

         (d) Upon the conversion of an interest in Global Securities, the
Trustee (or other Conversion Agent appointed by the Company) shall make a
notation on such Global Securities as to the reduction in the Principal Amount
represented thereby. The Company shall notify the Trustee in writing of any
conversions of Securities effected through any Conversion Agent other than the
Trustee.

         (e) Each stock certificate representing Common Stock issued upon
conversion of the Securities that are Restricted Securities shall bear the
legend in substantially the form of EXHIBIT C hereto.

         (f) Notwithstanding the foregoing, if on the Conversion Date of the
Holder's conversion of a Security pursuant to the 98% Market Condition (such
date, the "98% CONVERSION DATE") the Closing Sale Price of the Common Stock is
greater than the Conversion Price, the Holder converting a Security pursuant to
the 98% Market Condition shall receive, in



                                       73
<PAGE>


lieu of a number of shares of Common Stock based on the Conversion Price, Cash
or Common Stock or a combination of Cash and Common Stock, at the Company's sole
option, with a value equal to the Principal Amount of the Security so
surrendered for conversion (such conversion, a "PRINCIPAL VALUE CONVERSION").
Any Common Stock to be delivered to the Holder by the Company upon a Principal
Value Conversion shall be valued at the greater of the Conversion Price on the
98% Conversion Date or the Applicable Stock Price of the Common Stock on the 98%
Conversion Date. The Company shall notify the Trustee and any surrendering
Holder of Securities whose conversion is a Principal Value Conversion of such
Principal Value Conversion by the second Trading Day following the 98%
Conversion Date and in such notice, state whether the Company shall pay to such
Holder all or a portion of the Principal Amount of such Securities in Cash,
Common Stock or a combination of Cash and Common Stock and, if a combination,
the percentages of the Principal Amount in respect of which it will pay in Cash
or Common Stock. Subject to the satisfaction of all requirements for conversion
under this Section 13.02, the Company shall use reasonable efforts to (A) pay
any portion of the Principal Amount of Securities elected to be paid in Cash by
the Company in a Principal Value Conversion on the third Trading Day following
the determination of the Applicable Stock Price and (B) deliver any portion of
the Principal Amount of Securities elected to be paid by the Company in Common
Stock in a Principal Value Conversion on the third Trading Day following the
determination of the Applicable Stock Price.

         Section 15.03. Cash Payments In Lieu Of Fractional Shares. The Company
will not issue fractional shares of Common Stock upon conversion of Securities.
If multiple Securities shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issuable upon conversion
shall be computed on the basis of the aggregate Principal Amount of the
Securities (or specified portions thereof to the extent permitted hereby) so
surrendered. If any fractional share of stock would be issuable upon the
conversion of any Securities, the Company shall make payment therefor in cash
equal to the fraction of a share of Common Stock otherwise issuable multiplied
by the Current Market Price (as defined in Section 15.04(g)) to the Holder of
Securities.

         Section 15.04 . Adjustment Of Conversion Price. The Conversion Price
shall be adjusted from time to time by the Company as follows:

         (a) In case the Company shall, at any time or from time to time while
any of the Securities are outstanding, pay a dividend or make a distribution in
shares of Common Stock to all holders of its outstanding shares of Common Stock,
then the Conversion Price in effect at the opening of business on the date
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be adjusted by multiplying
such Conversion Price by a fraction, (i) the numerator of which shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination, and (ii) the denominator of which shall be
the sum of such number of shares and the total number of shares constituting
such dividend or other distribution. Such reduction becomes effective
immediately after the opening of business on the day following the date fixed
for such determination. If any dividend or distribution of the type described in
this Section 15.04(a) is declared but not so paid or made, the Conversion Price
shall again be adjusted to the Conversion Price which would then be in effect if
such dividend or distribution had not been declared.


                                       74
<PAGE>



         (b) In case the Company shall, at any time or from time to time while
any of the Securities are outstanding, issue to all holders of its outstanding
shares of Common Stock rights or warrants entitling them (for a period of not
more than 60 days after such issuance) to subscribe for or purchase shares of
Common Stock (or securities convertible into or exchangeable or exercisable for
Common Stock) at a price per share (or having a conversion, exchange or exercise
price per share) less than the Closing Sale Price of Common Stock on the
Business Day immediately preceding the date of announcement of such issuance,
the Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect at the opening of
business on the date of such announcement by a fraction, (i) the numerator of
which shall be the number of shares of Common Stock outstanding at the close of
business on the date of announcement, plus the number of shares which the
aggregate offering price of the total number of shares so offered would purchase
at such Closing Sale Price of Common stock on the Business Day immediately
preceding the date of announcement of such issuance determined by multiplying
such total number of shares so offered by the exercise price of such rights or
warrants and dividing the product so obtained by such Closing Sale Price, and
(ii) the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date of announcement plus the total
number of additional shares of Common Stock offered for subscription or purchase
or into which convertible, exchangeable or exercisable, securities so offered
are convertible, exchangeable or exercisable.

         Such adjustment shall become effective immediately after the opening of
business on the day following the date of announcement of such issuance.

         To the extent that shares of Common Stock (or securities convertible
into or exchangeable or exercisable for shares of Common Stock) are not
delivered pursuant to such rights or warrants, upon the expiration or
termination of such rights or warrants, the Conversion Price shall be readjusted
to the Conversion Price which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made on the basis of the
delivery of only the number of shares of Common Stock (or securities convertible
into or exchangeable or exercisable for shares of Common Stock) actually
delivered. In the event that such rights or warrants are not so issued, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if the date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Closing Sale Price, and in determining
the aggregate offering price of such shares of Common Stock, there shall be
taken into account any consideration received for such rights or warrants and
the value of such consideration, if other than cash, to be determined in good
faith by the Board of Directors of the Company.

         (c) In case the Company shall, at any time or from time to time while
any of the Securities are outstanding, subdivide its outstanding shares of
Common Stock into a greater number of shares of Common Stock, then the
Conversion Price in effect at the opening of business on the day following the
day upon which such subdivision becomes effective shall be proportionately
decreased, and conversely, in case the Company shall, at any time or from time
to time while any of the Securities are outstanding, combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, then the
Conversion Price in effect at


                                       75
<PAGE>



the opening of business on the day following the day upon which such combination
becomes effective shall be proportionately increased. In each such case, the
Conversion Price shall be adjusted by multiplying such Conversion Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such subdivision or combination and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after giving effect to such subdivision or combination. Such
decrease or increase, as the case may be, shall become effective immediately
after the opening of business on the day following the day upon which such
subdivision or combination becomes effective.

         (d) (i) In case the Company shall, at any time or from time to time
while the Securities are outstanding, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of the
Company (other than any dividends or distributions to which Section 15.04(a)
applies) or evidences of its indebtedness or assets (including cash or
securities, but excluding any rights or warrants referred to in Section
15.04(b), and excluding any dividend or distribution (x) paid exclusively in
cash or (y) referred to in Section 15.04(a)) (any of the foregoing hereinafter
in this Section 15.04(d)) called the "DISTRIBUTED SECURITIES"), then, in each
such case, the Conversion Price shall be reduced so that the same shall be equal
to the price determined by multiplying the Conversion Price in effect on the
Record Date with respect to such distribution by a fraction:

                           (A) the numerator of which shall be the Current
                  Market Price per share of the Common Stock on such Record Date
                  less the fair market value (as determined by the Board of
                  Directors, whose good faith determination shall be conclusive,
                  and described in a resolution of the Board of Directors) on
                  the Record Date of the portion of the Distributed Securities
                  so distributed applicable to one share of Common Stock, and

                           (B) the denominator of which shall be the Current
                  Market Price per share of the Common Stock.

         Such reduction shall become effective immediately prior to the opening
of business on the day following the Record Date for such distribution. If the
Board of Directors determines the fair market value of any distribution for
purposes of this Section 15.04(d) by reference to the actual or when issued
trading market for any securities, it must in doing so consider the prices in
such market over the same period used in computing the Current Market Price of
the Common Stock.

         Each share of Common Stock issued upon conversion of securities
pursuant to this Article 15 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, if any, as may be provided
by the terms of any stockholder rights plan adopted by the Company (unless an
event causing such rights to separate from the Common Stock has occurred at or
prior to the time of conversion). Any distribution of rights or warrants
pursuant to a stockholder rights plan complying with the requirements set forth
in the immediately preceding sentence of this paragraph shall not constitute a
distribution of rights or warrants for the purposes of Section 15.04(b) or this
Section 15.04(d).


                                       76
<PAGE>



                  (ii) In the event that any such distribution consists of
         shares of capital stock of, or similar equity interests in, one or more
         of the Company's Subsidiaries or other business unit (a "SPIN-OFF"),
         the fair market value of the securities to be distributed shall equal
         the average of the closing sale prices of such securities on the
         principal securities market on which such securities are traded for the
         ten consecutive Trading Days commencing on and including the fifth
         Trading Day of those securities after the Ex-Dividend Date. In the
         event, however, that an underwritten initial public offering of the
         securities in the Spin-Off occurs simultaneously with the Spin-Off, the
         fair market value of the securities distributed in the Spin-Off shall
         mean the initial public offering price of such securities.

                  (iii) For the purposes of this Section 15.04(d), Rights or
         warrants distributed by the Company to all holders of its Common Stock
         entitling them to subscribe for or purchase shares of the Company's
         capital stock (either initially or under certain circumstances), which
         rights or warrants, until the occurrence of a specified event or events
         ("TRIGGER EVENT"): (A) are deemed to be transferred with such shares of
         Common Stock; (B) are not exercisable; and (C) are also issued in
         respect of future issuances of Common Stock, shall be deemed not to
         have been distributed for purposes of this Section 15.04(d) (and no
         adjustment to the Conversion Price under this Section 15.04(d) will be
         required) until the occurrence of the earliest Trigger Event, whereupon
         such rights and warrants shall be deemed to have been distributed and
         an appropriate adjustment (if any is required) to the Conversion Price
         shall be made under this Section 15.04(d). If any such right or
         warrant, including any such existing rights or warrants distributed
         prior to the date of this Indenture, are subject to events, upon the
         occurrence of which such rights or warrants become exercisable to
         purchase different securities, evidences of indebtedness or other
         assets, then the date of the occurrence of any and each such event
         shall be deemed to be the date of distribution and record date with
         respect to new rights or warrants with such rights (and a termination
         or expiration of the existing rights or warrants without exercise by
         any of the holders thereof). In addition, in the event of any
         distribution (or deemed distribution) of rights or warrants, or any
         Trigger Event or other event (of the type described in the preceding
         sentence) with respect thereto that was counted for purposes of
         calculating a distribution amount for which an adjustment to the
         Conversion Price under this Section 15.04(d) was made, (1) in the case
         of any such rights or warrants which shall all have been redeemed or
         repurchased without exercise by any Holders thereof, the Conversion
         Price shall be readjusted upon such final redemption or repurchase to
         give effect to such distribution or Trigger Event, as the case may be,
         as though it were a cash distribution, equal to the per share
         redemption or repurchase price received by a holder of Common Stock
         with respect to such rights or warrants (assuming such holder had
         retained such rights or warrants), made to all applicable holders of
         Common Stock as of the date of such redemption or repurchase, and (2)
         in the case of such rights or warrants which shall have expired or been
         terminated without exercise by any holders thereof, the Conversion
         Price shall be readjusted as if such rights and warrants had not been
         issued.

                  (iv) For purposes of this Section 15.04(d) and Section
         15.04(a), 15.04(b), and 15.04(c), any dividend or distribution to which
         this Section 15.04(d) is applicable that also includes (x) shares of
         Common Stock, (y) rights or warrants to subscribe for or


                                       77
<PAGE>




         purchase shares of Common Stock or securities convertible into or
         exercisable or exchangeable for Common Stock to which Section 15.04(b)
         applies (or any combination thereof), or (z) a subdivision or
         combination of shares of Common Stock to which Section 15.04(c)
         applies, shall be deemed instead to be:

                           (A) a dividend or distribution of the evidences of
                  indebtedness, assets, shares of capital stock, rights or
                  warrants, other than such shares of Common Stock, such rights
                  or warrants or securities convertible into or exercisable or
                  exchangeable for Common Stock or such subdivision or
                  combination to which Section 15.04(a), 15.04(b), and 15.04(c)
                  apply, respectively (and any Conversion Price reduction
                  required by this Section 15.04(d) with respect to such
                  dividend or distribution shall then be made), immediately
                  followed by,

                           (B) a dividend or distribution of such shares of
                  Common Stock, such rights or warrants or securities
                  convertible into or exercisable or exchangeable for Common
                  Stock or such subdivision or combination (and any further
                  Conversion Price reduction required by Section 15.04(a),
                  15.04(b), and 15.04(c) with respect to such dividend or
                  distribution shall then be made), except:

                                    (1) the Record Date of such dividend or
                           distribution shall be substituted as (x) "the date
                           fixed for the determination of stockholders entitled
                           to receive such dividend or other distribution," and
                           "the date fixed for such determination" within the
                           meaning of Section 15.04(a), (y) "the date fixed for
                           the determination of stockholders entitled to receive
                           such rights or warrants," within the meaning of
                           Section 15.04(b) and (z) "the day upon which such
                           subdivision becomes effective" and "the day upon
                           which such combination becomes effective" within the
                           meaning of Section 15.04(c); and

                                    (2) any shares of Common Stock included in
                           such dividend or distribution shall not be deemed
                           "outstanding at the close of business on the date
                           fixed for such determination" within the meaning of
                           Section 15.04(a) and any reduction or increase in the
                           number of shares of Common Stock resulting from such
                           subdivision or combination shall be disregarded in
                           connection with such dividend or distribution.

         (e) In case the Company shall, at any time or from time to time while
any of the Securities are outstanding, by dividend or otherwise, distribute to
all holders of its shares of Common Stock, cash (excluding any cash that is
distributed upon a merger or consolidation to which Section 15.05 applies or as
part of a distribution referred to in Section 15.04(d)), then, immediately after
the close of business on the date of such distribution, the Conversion Price
shall be adjusted so that the same shall equal the rate determined by
multiplying the Conversion Price in effect immediately prior to the close of
business of such Record Date by a fraction:

                           (A) the numerator of which shall be equal to the
                  Current Market Price on the Record Date; and


                                       78
<PAGE>



                           (B) the denominator of which shall be equal to the
                  Current Market Price on such date less the amount of the
                  distribution per share.

         (f) In case of a payment in respect of a tender offer or exchange offer
made by the Company or any of its subsidiaries for all or any portion of the
Common Stock, the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction (A) the numerator of which shall be the product of (1) the number of
shares of Common Stock outstanding (including any tendered shares) at the
Trading Day next succeeding the last time (the "EXPIRATION TIME") tenders could
have been made pursuant to such tender offer (as it may be amended) and (2) the
Current Market Price of the Common Stock on the Trading Day next succeeding the
Expiration Time, and (ii) the denominator of which shall be the sum of (x) the
fair market value (as determined by the Board of Directors, whose good faith
determination shall be conclusive and described in a resolution of the Board of
Directors) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender offer) of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the "PURCHASED
SHARES") and (y) the product of the number of shares of Common Stock outstanding
(less any Purchased Shares) at the Expiration Time and the Current Market Price
of the Common Stock on the Trading Day next succeeding the Expiration Time. Such
reduction (if any) shall become effective immediately prior to the opening of
business on the Business Day following the Expiration Time. In the event that
the Company is obligated to purchase shares pursuant to any such tender offer,
but the Company is permanently prevented by applicable law from effecting any
such purchases or all such purchases are rescinded, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such tender offer had not been made. If the application of this Section 15.04(f)
to any tender offer would result in an increase in the Conversion Price, no
adjustment shall be made for such tender offer under this Section 15.04(f).

         (g) For purposes of this Section 15.04, the following terms shall have
the meaning indicated:

                                    (1) "CURRENT MARKET PRICE" on any date means
                           the average of the Closing Sale Prices per share of
                           Common Stock for the 10 consecutive Trading Days
                           immediately preceding the day before the Record Date
                           (or, if earlier, the Ex-Dividend date) with respect
                           to any distribution, issuance or other event
                           requiring such computation.

                                    (2) "FAIR MARKET VALUE" shall mean the
                           amount which a willing buyer would pay a willing
                           seller in an arm's length transaction.

                                    (3) "RECORD DATE" shall mean, with respect
                           to any dividend, distribution or other transaction or
                           event in which the holders of Common Stock have the
                           right to receive any cash, securities or other
                           property or in which the Common Stock (or other
                           applicable security) is exchanged for or converted
                           into any combination of cash, securities or other
                           property, the date fixed for determination of
                           stockholders entitled to receive such cash,
                           securities or other property (whether such date is
                           fixed by the Board of Directors or by statute,
                           contract or otherwise).


                                       79
<PAGE>



         (h) Subject to subsection (j) below, the Company may make such
decreases in the Conversion Price, in addition to any adjustments required by
Section 15.04(a), 15.04(b), 15.04(c), 15.04(d), 15.04(e) or 15.04(f), as the
Board of Directors considers to be advisable to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

         (i) To the extent permitted by applicable law and subject to subsection
(j) below, the Company from time to time may decrease the Conversion Price by
any amount for any period of time if the period is at least 20 days, the
decrease is irrevocable during the period and the Board of Directors shall have
made a determination that such decrease would be in the best interests of the
Company, which determination shall be conclusive. Whenever the Conversion Price
is decreased pursuant to the preceding sentence, the Company shall mail to
Holders of record of the Securities a notice of the decrease at least 15 days
prior to the date the decreased Conversion Price takes effect, and such notice
shall state the decreased Conversion Price and the period during which it will
be in effect.

         (j) Any decrease in the Conversion Price pursuant to subsections (h)
and (i) above shall not, without the approval of the stockholders of the
Company, as required by Rule 4310 of the Marketplace Rules of the Nasdaq Stock
Market, result in the sale or issuance of 20% or more of the shares of Common
Stock, or 20% of more of the voting power, outstanding as of the date hereof.

         (k) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 15.04(j)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article 15 shall be made
by the Company and shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. No adjustment need be made for
rights to purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest. To the extent the Securities become convertible into
cash, assets, property or securities (other than capital stock of the Company),
no adjustment need be made thereafter as to the cash, assets, property or such
securities. Interest will not accrue on the cash.

         (l) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent an
Officers' Certificate setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.
Unless and until a Responsible Officer of the Trustee shall have received such
Officers' Certificate, the Trustee shall not be deemed to have knowledge of any
adjustment of the Conversion Price and may assume without inquiry that the last
Conversion Price of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Price setting forth the adjusted Conversion Price
and the date on which each adjustment becomes effective and shall mail such
notice of such adjustment of the Conversion Price to each Holder of Securities
at such


                                       80
<PAGE>



Holder's last address appearing on the list of Security holders provided for in
Section 3.05 of this Indenture, within 20 days after execution thereof. Failure
to deliver such notice shall not affect the legality or validity of any such
adjustment.

         (m) In any case in which this Section 15.04 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event (i) issuing to the Holder of any
Securities converted after such Record Date and before the occurrence of such
event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment and (ii)
paying to such Holder any amount in cash in lieu of any fraction pursuant to
Section 15.03.

         (n) For purposes of this Section 15.04, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock so long as the Company
does not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

         (o) No adjustment to the Conversion Price shall be made pursuant to
this Section 15.04 if the Holders of the Securities may participate in the
transaction that would otherwise give rise to an adjustment pursuant to this
Section 15.04.

         Section 15.05. Effect Of Reclassification, Consolidation, Merger Or
Sale. If any of the following events occur, namely:

                  (i) any reclassification or change of shares of Common Stock
         issuable upon conversion of the Securities (other than a change in par
         value, or from par value to no par value, or from no par value to par
         value, or as a result of a subdivision or combination, or any other
         change for which an adjustment is provided in Section 15.04(c));

                  (ii) any consolidation or merger or combination to which the
         Company is a party other than a merger in which the Company is the
         continuing corporation and which does not result in any
         reclassification of, or change (other than in par value, or from par
         value to no par value, or from no par value to par value, or as a
         result of a subdivision or combination) in outstanding shares of Common
         Stock; or

                  (iii) any sale or conveyance of all or substantially all of
         the properties and assets of the Company to any other person as a
         result of which holders of Common Stock shall be entitled to receive
         stock, securities or other property or assets (including cash) with
         respect to or in exchange for such Common Stock

then the Company or the successor or purchasing person, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the Trust Indenture Act as in force at the date of execution of such
supplemental indenture) providing that such Securities shall be convertible into
the kind and amount of shares of stock, securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance by a holder of a number of shares of
Common Stock issuable upon conversion of such Securities (assuming, for such
purposes, a sufficient number of


                                       81
<PAGE>



authorized shares of Common Stock available to convert all such Securities)
immediately prior to such reclassification, change, consolidation, merger,
combination, sale or conveyance, assuming such holder of Common Stock did not
exercise his rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance (provided that, if the
kind or amount of stock, securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised
("NON-ELECTING SHARE"), then for the purposes of this Section 15.05, the kind
and amount of stock, securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 15. If, in the case of any such reclassification,
change, consolidation, merger, combination, sale or conveyance, the stock,
securities or other property or assets (including cash) receivable thereupon by
a holder of Common Stock includes shares of stock, securities or other property
or assets (including cash) of a corporation other than the successor or
purchasing corporation, as the case may be, in such reclassification, change,
consolidation, merger, combination, sale or conveyance, then such supplemental
indenture shall also be executed by such other corporation and shall contain
such additional provisions to protect the interests of the Holders of the
Securities as the Board of Directors shall reasonably consider necessary by
reason of the foregoing.

         The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it
appears on the register of the Securities maintained by the Registrar, within 20
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture. The above provisions of
this Section shall similarly apply to successive reclassifications, changes,
consolidations, mergers, combinations, sales and conveyances. If this Section
15.05 applies to any event or occurrence, Section 15.04 shall not apply.

         Section 15.06. Taxes On Shares Issued. The issue of stock certificates
on conversions of Securities shall be made without charge to the converting
Holder for any documentary, transfer, stamp or any similar tax in respect of the
issue thereof, and the Company shall pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of Securities pursuant hereto.
The Company shall not, however, be required to pay any such tax which may be
payable in respect of any transfer involved in the issue and delivery of stock
in any name other than that of the Holder of any Securities converted, and the
Company shall not be required to issue or deliver any such stock certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

         Section 15.07. Reservation Of Shares; Shares To Be Fully Paid;
Compliance With Governmental Requirements; Listing Of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient


                                       82
<PAGE>



shares of Common Stock to provide for the conversion of the Securities from time
to time as such Securities are presented for conversion (assuming that, at the
time of the computation of such number of shares or securities, all such
Securities would be held by a single Holder).

         Before taking any action that would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Securities, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Price.

         The Company covenants that all shares of Common Stock that may be
issued upon conversion of Securities shall be newly issued shares or treasury
shares, shall be duly authorized, validly issued, fully paid and non-assessable
and shall be free from preemptive rights and free from any lien or adverse
claim.

         The Company shall use its reasonable efforts to list or cause to have
quoted any shares of Common Stock to be issued upon conversion of Securities on
each national securities exchange or over-the-counter or other domestic market
on which the Common Stock is then listed or quoted.

         Section 15.08. Responsibility Of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to determine the Conversion Price or whether any facts
exist which may require any adjustment of the Conversion Price, or with respect
to the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Securities; and the Trustee and any other Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion
Agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Securities for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article. Without limiting the generality of the
foregoing, neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 15.05 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders upon the conversion of their Securities after any event
referred to in such Section 15.05 or to any adjustment to be made with respect
thereto, but, subject to the provisions of Section 6.01, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

         Section 15.09 . Notice To Holders Prior To Certain Actions. In case,


                                       83
<PAGE>



         (a) the Company shall declare a dividend (or any other distribution) on
its Common Stock that would require an adjustment in the Conversion Price
pursuant to Section 15.04; or

         (b) the Company shall authorize the granting to the holders of all or
substantially all of its Common Stock of rights or warrants to subscribe for or
purchase any share of any class or any other rights or warrants; or

         (c) of any reclassification or reorganization of the Common Stock of
the Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company
is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company or any of its significant subsidiaries; or

         (d) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company or any of its significant subsidiaries;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent and to be mailed to each Holder of Securities at such Holder's
address appearing on the list of Security holders provided for in Section 3.05
of this Indenture, as promptly as practicable but in any event at least 15 days
prior to the applicable date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

         Section 15.10. Cash Conversion Option. (a) In the event that, on or
prior to the date that is five days prior to the Stated Maturity of a Security
(the "FINAL NOTICE DATE"), a Holder elects to convert all or any portion of a
Security into shares of Common Stock as set forth in Section 15.01, the Company
may choose to satisfy all or any portion of its conversion obligation (the
"CONVERSION OBLIGATION") in cash if the Company notifies such Holder through the
Trustee at any time on or before the date that is two Business Days following
receipt of written notice of conversion as specified in Section 15.02 (such
period, the "CASH SETTLEMENT NOTICE PERIOD") of the dollar amount to be
satisfied in cash. If the Company timely elects to pay cash in lieu of all or
any portion of the shares of Common Stock otherwise issuable to the Holder, the
Holder may retract the Conversion Notice at any time during the two Business Day
period beginning on the day after the final day of the Cash Settlement Notice
Period (a "CONVERSION RETRACTION PERIOD"); no such retraction may be made (and a
conversion notice shall be irrevocable) if the Company does not elect to deliver
cash in lieu of all or any portion of the shares (other than cash in lieu of
fractional shares). If the conversion notice has not been retracted, then cash
settlement or combined settlement (in a combination of cash and shares of Common
Stock) will occur on


                                       84
<PAGE>



the Business Day following the final Trading Day of the five Trading Day period
beginning on the first Trading Day after the final day of the Conversion
Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"). Settlement amounts
will be computed as follows:

                  (i) if the Company elects to satisfy the Conversion Obligation
         in shares of Common Stock, the Company will deliver to such Holder a
         number of shares of Common Stock equal to the quotient of the aggregate
         original Principal Amount of the Securities to be converted divided by
         the Conversion Price then in effect;

                  (ii) if the Company elects to satisfy the Conversion
         Obligation in cash, the Company will deliver to such Holder cash in an
         amount equal to the product of:

                           (A) a number equal to the quotient of the aggregate
                  original Principal Amount of Securities to be converted
                  divided by the Conversion Price then in effect, and

                           (B) the average Closing Sale Price of the Common
                  Stock during the Cash Settlement Averaging Period;

                  (iii) if the Company elects to satisfy a portion of the
         Conversion Obligation in cash (the "PARTIAL CASH AMOUNT") and a portion
         of the Conversion Obligation in shares of Common Stock, the Company
         will deliver to such Holder cash in an amount equal to the Partial Cash
         Amount and a number of shares of Common Stock equal to the quotient of:

                           (A) the excess of:

                                    (1) the product of (x) a number equal to the
                           quotient of the aggregate original Principal Amount
                           of Securities to be converted divided by the
                           Conversion Price then in effect and (y) the average
                           Closing Sale Price of the Common Stock during the
                           Cash Settlement Averaging Period, over

                                    (2) the Partial Cash Amount; divided by

                           (B) the average Closing Sale Price of the Common
                  Stock during the Cash Settlement Averaging Period.

         Notwithstanding the foregoing, a Security in respect of which a Holder
has delivered a Repurchase Notice or a Designated Event Repurchase Notice
exercising such Holder's option to require the Company to repurchase such
Security may be converted as described in this Article 15 only if such notice of
exercise is withdrawn in accordance with the terms of Article 13 hereof.

         (b) If a Holder elects to convert all or any portion of a Security into
shares of Common Stock after the Final Notice Date, the Company may choose to
satisfy all or any portion of the Conversion Obligation in cash provided that
the Company notifies such Holder through the Trustee of the cash settlement or
combined settlement, including the percentage of any combined settlement to be
satisfied in cash, at any time on or before the final day of the Cash Settlement


                                       85
<PAGE>




Notice Period. Settlement amounts will be computed and settlement dates will be
determined in the same manner as set forth in (a) above except that the "Cash
Settlement Averaging Period" shall be the 5 Trading Day period beginning on the
first Trading Day after the Conversion Retraction Period. If the Company timely
elects to pay cash in lieu of all or any portion of the shares of Common Stock
otherwise issuable to the Holder, the Holder may retract the Conversion Notice
at any time during the Conversion Retraction Period; no such retraction may be
made (and a conversion notice shall be irrevocable) if the Company does not
elect to deliver cash in lieu of all or any portion of the shares (other than
cash in lieu of fractional shares). If the conversion notice has not been
retracted, then cash settlement or combined settlement (in a combination of cash
and shares of Common Stock) will occur on the Business Day following the final
day of such Cash Settlement Averaging Period, and, with respect to the
Securities subject to such conversion, such Business Day shall constitute the
final Maturity Date (notwithstanding anything herein to the contrary).

         Section 15.11. Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to this Article 15 shall be
conclusive if made in good faith and in accordance with the provisions of this
Article, absent manifest error, and set forth in a Board Resolution.

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



                                       86
<PAGE>




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

                                         JDS UNIPHASE CORPORATION




                                         By  /s/ Christopher S. Dewees
                                            -----------------------------------
                                            Name: Christopher S. Dewees
                                            Title: Senior Vice President




                                         THE BANK OF NEW YORK,
                                            as Trustee

                                         By  /s/ Michael Pitfick
                                            -----------------------------------
                                            Name: Michael Pitfick
                                            Title: Assistant Vice President






                                       87


<PAGE>



                                                                       EXHIBIT A

                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                           ---------------, ----

The Bank of New York
101 Barclay Street
Floor 8 West
New York, NY 10286
Attention:  Corporate Trust Administration
Fax: (212) 815-5915 or (212) 815-5917

         Re:  JDS Uniphase Corporation (the "COMPANY")
              Zero Coupon Senior Convertible Notes due 2010 (the "NOTES")

Ladies and Gentlemen:

         In connection with our proposed sale of $[_________] aggregate
Principal Amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "SECURITIES ACT"), and, accordingly, we
represent that:

         1.   the offer of the Notes was not made to a Person in the United
     States;

         2.   either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any Person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated off-shore securities market and neither we nor
     any Person acting on our behalf knows that the transaction has been
     pre-arranged with a buyer in the United States;

         3.   no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(a) or Rule 904(a) of
     Regulation S, as applicable (or applicable successor rules);

         4.   the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act and the conditions of Rule
     903(b) or 904(b) of Regulation S, as applicable (or applicable successor
     rules) have been satisfied; and

         5.   We have advised the transferee of the transfer restrictions
     applicable to the Notes.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party, in any administrative or


                                      A-1

<PAGE>



legal proceedings or official inquiry with respect to the matters covered
hereby. Terms used in this certificate have the meanings set forth in Regulation
S.

                                          Very truly yours,

                                          [Name of Transferor]

                                          By
                                            --------------------------------
                                                 Authorized Signature


                                      A-2
<PAGE>


                                                                       EXHIBIT B

                   Form of Designated Event Repurchase Notice


                                                           ---------------, ----

The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286
Attention:  Corporate Trust Trustee Administration
Fax: (212) 815-5915 or (212) 815-5917

         Re:  JDS Uniphase Corporation (the "COMPANY")
              Zero Coupon Senior Convertible Notes due 2010

         This is a Designated Event Repurchase Notice as defined in Section
13.01 of the Indenture dated as of October 31, 2003 (the "INDENTURE") between
the Company and The Bank of New York, as Trustee. Terms used but not defined
herein shall have the meanings ascribed to them in the Indenture.

Certificate No(s). of Securities:
                                 ----------------------------------

I intend to deliver the following aggregate Principal Amount of Securities for
purchase by the Company pursuant to Section 13.01 of the Indenture (in multiples
of $1,000):

$
 ---------------------------------------

         I hereby agree that the Securities will be purchased as of the
Designated Event Repurchase Date pursuant to the terms and conditions thereof
and of the Indenture.

                                     Signed:
                                            -----------------------------

                                      B-1

<PAGE>

                                                                       EXHIBIT C

          THE COMMON STOCK  EVIDENCED  HEREBY HAS NOT BEEN  REGISTERED
          UNDER THE UNITED STATES  SECURITIES  ACT OF 1933, AS AMENDED
          (THE  "SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS, AND,
          ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  WITHIN THE UNITED
          STATES OR TO,  OR FOR THE  ACCOUNT  OR  BENEFIT  OF,  UNITED
          STATES   PERSONS  EXCEPT  AS  SET  FORTH  IN  THE  FOLLOWING
          SENTENCE. THE HOLDER HEREOF AGREES THAT UNTIL THE EXPIRATION
          OF THE HOLDING  PERIOD  APPLICABLE  TO SALES OF THE SECURITY
          EVIDENCED  HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT
          (OR ANY  SUCCESSOR  PROVISION),  (1) IT WILL NOT  RESELL  OR
          OTHERWISE  TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT
          (A)  TO  JDS  UNIPHASE  CORPORATION  OR  TO  ANY  SUBSIDIARY
          THEREOF,  (B)  INSIDE  THE  UNITED  STATES  TO A  "QUALIFIED
          INSTITUTIONAL  BUYER"  (AS  DEFINED  IN RULE 144A  UNDER THE
          SECURITIES  ACT) IN COMPLIANCE  WITH RULE 144A,  (C) OUTSIDE
          THE  UNITED  STATES  IN  COMPLIANCE  WITH RULE 904 UNDER THE
          SECURITIES   ACT,  (D)  PURSUANT  TO  THE   EXEMPTION   FROM
          REGISTRATION  PROVIDED BY RULE 144 UNDER THE  SECURITIES ACT
          (IF AVAILABLE),  OR (E) PURSUANT TO A REGISTRATION STATEMENT
          WHICH HAS BEEN DECLARED  EFFECTIVE  UNDER THE SECURITIES ACT
          (AND WHICH  CONTINUES  TO BE  EFFECTIVE  AT THE TIME OF SUCH
          TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER
          PURSUANT TO CLAUSE 1(E) ABOVE,  IT WILL  FURNISH TO CHEMICAL
          TRUST COMPANY OF  CALIFORNIA,  AS STOCK  TRANSFER  AGENT (OR
          SUCCESSOR    TRANSFER   AGENT,    AS    APPLICABLE),    SUCH
          CERTIFICATIONS,  LEGAL  OPINIONS OR OTHER  INFORMATION AS IT
          MAY  REASONABLY  REQUIRE TO CONFIRM  THAT SUCH  TRANSFER  IS
          BEING  MADE   PURSUANT  TO  AN  EXEMPTION   FROM,  OR  IN  A
          TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
          THE SECURITIES ACT AND (3) IT WILL DELIVER TO EACH PERSON TO
          WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER
          THAN A  TRANSFER  PURSUANT  TO CLAUSE  1(E)  ABOVE) A NOTICE
          SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IF THE PROPOSED
          TRANSFEREE  IS A  PURCHASER  WHO IS NOT A U.S.  PERSON,  THE
          HOLDER  MUST,  PRIOR TO SUCH  TRANSFER,  FURNISH TO CHEMICAL
          TRUST COMPANY OF  CALIFORNIA,  AS STOCK  TRANSFER  AGENT (OR
          SUCCESSOR    TRANSFER    AGENT,    AS    APPLICABLE)    SUCH
          CERTIFICATIONS,  LEGAL  OPINIONS OR OTHER  INFORMATION AS IT
          MAY  REASONABLY  REQUIRE TO CONFIRM  THAT SUCH  TRANSFER  IS
          BEING  MADE   PURSUANT  TO  AN  EXEMPTION   FROM,  OR  IN  A
          TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
          THE  SECURITIES  ACT.  THIS LEGEND WILL BE REMOVED  UPON THE
          EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY
          PURSUANT  TO


                                 C-1
<PAGE>


          CLAUSE 1(E) ABOVE OR UPON ANY  TRANSFER OF THE COMMON  STOCK
          EVIDENCED  HEREBY AFTER THE EXPIRATION OF THE HOLDING PERIOD
          APPLICABLE TO SALES OF THE SECURITY  EVIDENCED  HEREBY UNDER
          RULE  144(k)  UNDER  THE  SECURITIES  ACT (OR ANY  SUCCESSOR
          PROVISION).  AS USED HEREIN,  THE TERMS "UNITED  STATES" AND
          "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S
          UNDER THE SECURITIES ACT.

                                 C-2


<PAGE>


                 .....................................

            Certain Sections of this Indenture relating to
                    Sections 310 through 318 of the
                     Trust Indenture Act of 1939:

<Table>
<Caption>

  Trust Indenture                                                                               Indenture
    Act Section                                                                                  Section
  ---------------                                                                               ---------
<S>                          <C>                                                              <C>
Section 310(a)(1)            ...........................................................          6.09
           (a)(2)            ...........................................................          6.09
           (a)(3)            ...........................................................       Not Applicable
           (a)(4)            ...........................................................       Not Applicable
           (b)               ...........................................................          6.08
                                                                                                  6.10
Section 311(a)               ...........................................................          6.13
           (b)               ...........................................................          6.13
Section 312(a)               ...........................................................          7.01
                                                                                                  7.02(a)
           (b)               ...........................................................          7.02(b)
           (c)               ...........................................................          7.02(c)
Section 313(a)               ...........................................................          7.03(a)
           (b)               ...........................................................          7.03(a)
           (c)               ...........................................................          7.03(a)
           (d)               ...........................................................          7.03(b)
Section 314(a)               ...........................................................          7.04
           (b)               ...........................................................       Not Applicable
           (c)(1)            ...........................................................          1.02
           (c)(2)            ...........................................................          1.02
           (c)(3)            ...........................................................       Not Applicable
           (d)               ...........................................................       Not Applicable
           (e)               ...........................................................          1.02
Section 315(a)               ...........................................................          6.01
           (b)               ...........................................................          6.02
           (c)               ...........................................................          6.01
           (d)               ...........................................................          6.01
           (e)               ...........................................................          5.14
Section 316(a)(1)(A)         ...........................................................          5.12
           (a)(1)(B)         ...........................................................          5.13
           (a)(2)            ...........................................................       Not Applicable
           (b)               ...........................................................          5.08
           (c)               ...........................................................          1.04(c)
Section 317(a)(1)            ...........................................................          5.03
           (a)(2)            ...........................................................          5.05
           (b)               ...........................................................         10.03
Section 318(a)               ...........................................................          1.07
</Table>

--------

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of this Indenture.



                                       i

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>4
<FILENAME>f94556orexv4w9.txt
<DESCRIPTION>EXHIBIT 4.9
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.9


                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF OCTOBER 27, 2003

                                     BETWEEN

                            JDS UNIPHASE CORPORATION

                                       AND

                       MORGAN STANLEY & CO. INCORPORATED,

                              GOLDMAN, SACHS & CO.,

                                       AND

                            CIBC WORLD MARKETS CORP.,

                              AS INITIAL PURCHASERS



<PAGE>



         REGISTRATION RIGHTS AGREEMENT, dated as of October 27, 2003 (this
"AGREEMENT"), between JDS Uniphase Corporation, a Delaware corporation (the
"COMPANY"), and Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and CIBC
World Markets Corp., as initial purchasers (the "INITIAL PURCHASERS") to the
Purchase Agreement, dated October 27, 2003 (the "PURCHASE AGREEMENT"), between
the Company and the Initial Purchasers. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide the registration rights set forth in this Agreement. The Company has
represented and warranted that it will have executed and delivered this
Agreement prior to closing the transactions contemplated under the Purchase
Agreement.

         The Company agrees with the Initial Purchasers, (i) for their benefit
as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes (as defined
herein) and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issued upon conversion of the Notes (each of the
foregoing a "HOLDER" and together the "HOLDERS"), as follows:

         Section 1 . Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

         "ADDITIONAL INTEREST AMOUNT" has the meaning set forth in Section 2(e)
hereof.

         "AFFILIATE" means with respect to any specified person, an "affiliate,"
as defined in Rule 144, of such person.

         "AMENDMENT EFFECTIVENESS DEADLINE" has the meaning set forth in Section
2(d) hereof.

         "BUSINESS DAY" means any day, except a Saturday, Sunday or legal
holiday on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.

         "COMMON STOCK" means the shares of common stock, $0.001 par value per
share, of the Company, together with the Rights evidenced by such common stock
to the extent provided in the Rights Agreement, and any other shares of common
stock as may constitute "Common Stock" for purposes of the Indenture, including
the Underlying Common Stock.

         "CONVERSION PRICE" has the meaning assigned such term in the Indenture.



<PAGE>



         "DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof.

         "DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof.

         "EFFECTIVENESS DEADLINE" has the meaning set forth in Section 2(a)
hereof.

         "EFFECTIVENESS PERIOD" means the period commencing on the first date
that a Shelf Registration Statement is declared effective under the Securities
Act hereof and ending on (i) the date when all of the Registrable Securities
have been sold pursuant to the Shelf Registration statement or Rule 144, (ii)
the expiration of the holding period under Rule 144(k) under the Securities Act,
or any successor provision or (iii) the date when the Registrable Securities
have ceased to be outstanding (whether as a result of repurchase and
cancellation, conversion or otherwise).

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "FILING DEADLINE" has the meaning set forth in Section 2(a) hereof.

         "HOLDER" has the meaning set forth in the second paragraph of this
Agreement.

         "INDENTURE" means the Indenture dated as of October 31, 2003 between
the Company and The Bank of New York, as trustee, pursuant to which the Notes
are being issued.

         "INITIAL PURCHASERS" has the meaning set forth in the preamble hereof.

         "INTEREST PAYMENT DATE" means each November 15 and May 15.

         "ISSUE DATE" means the first date of original issuance of the Notes.

         "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(e)
hereof.

         "MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof.

         "NOTES" means the Zero Coupon Senior Convertible Notes Due 2010 of the
Company to be purchased pursuant to the Purchase Agreement, including any Notes
purchased by the Initial Purchasers upon exercise of their option to purchase
additional Notes.



                                       2
<PAGE>



         "NOTICE AND QUESTIONNAIRE" means a written notice delivered to the
Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company, dated October 27, 2003, relating to the Notes.

         "NOTICE HOLDER" means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

         "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereof.

         "PROSPECTUS" means a prospectus relating to a Shelf Registration
Statement, as amended or supplemented, and all materials incorporated by
reference in such Prospectus.

         "RECORD HOLDER" means with respect to any Interest Payment Date
relating to any Notes or Underlying Common Stock as to which any Additional
Interest Amount or Liquidated Damages Amount has accrued, the registered holder
of such Note or Underlying Common Stock on the November 1 or May 1 immediately
preceding the Interest Payment Date.

         "REGISTRABLE SECURITIES" means the Notes until such Notes have been
converted into or exchanged for the Underlying Common Stock and, at all times
subsequent to any such conversion, the Underlying Common Stock and any
securities into or for which such Underlying Common Stock has been converted or
exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, (A) the earliest
of (i) its effective registration under the Securities Act and resale in
accordance with a Shelf Registration Statement, (ii) expiration of the holding
period that would be applicable thereto under Rule 144(k) or (iii) its sale to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.

         "REGISTRATION DEFAULT" has the meaning set forth in Section 2(e)
hereof.

         "REGISTRATION DEFAULT PERIOD" has the meaning set forth in Section 2(e)
hereof.

         "RIGHTS AGREEMENT" means the Fifth Amended and Restated Rights
Agreement dated February 13, 2003 between the Company and American Stock
Transfer & Trust Company, as rights agent.



                                       3
<PAGE>



         "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "RULE 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
2(a) hereof, including amendments to such registration statement, all exhibits
and all materials incorporated by reference in such registration statement.

         "SPECIAL COUNSEL" means Skadden, Arps, Slate, Meagher & Flom LLP or one
such other successor counsel as shall be specified by the Holders of a majority
of the Registrable Securities, but which may, with the written consent of the
Initial Purchasers (which shall not be unreasonably withheld), be another
nationally recognized law firm experienced in securities law matters designated
by the Company. For purposes of determining Holders of a majority of the
Registrable Securities in this definition, Holders of Notes shall be deemed to
be the Holders of the number of shares of Underlying Common Stock into which
such Notes are or would be convertible as of the date the consent is requested.

         "TRUSTEE" means The Bank of New York, the Trustee under the Indenture.

         "UNDERLYING COMMON STOCK" means the Common Stock into which the Notes
are convertible or issued upon any such conversion.

         Section 2 . Shelf Registration. (a) To the extent not prohibited by any
applicable law or applicable interpretation of the staff of the SEC, the Company
shall prepare and file or cause to be prepared and filed with the SEC, as soon
as practicable but in any event by the date (the "FILING DEADLINE") 90 days
after the Issue Date, a registration statement for an offering to be made on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act
registering the resale from time to time by Holders of the Registrable
Securities (a "SHELF REGISTRATION STATEMENT"). The Shelf Registration Statement
shall be on Form S-3 or another appropriate form permitting registration of the
Registrable Securities for resale by the Holders in accordance with the methods
of distribution elected by the Holders and set forth in the Shelf Registration
Statement. The Company shall use its



                                       4
<PAGE>



commercially reasonable efforts to cause a Shelf Registration Statement to be
declared effective under the Securities Act as promptly as is practicable but in
any event by the date (the "EFFECTIVENESS DEADLINE") that is 180 days after the
Issue Date, and to keep a Shelf Registration Statement continuously effective
under the Securities Act until the expiration of the Effectiveness Period
(subject to the procedures described in Section 3). Each Holder that became a
Notice Holder on or prior to the date ten Business Days prior to the initial
Shelf Registration Statement is declared effective shall be named as a selling
securityholder in the initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver the Prospectus
to purchasers of Registrable Securities in accordance with applicable law
provided that such Holder shall have completed and delivered to the Company a
Notice and Questionnaire. None of the Company's current security holders (other
than the Holders) have the right to include any of the Company's securities in a
Shelf Registration Statement.

         (b) If a Shelf Registration Statement covering resales of the
Registrable Securities ceases to be effective for any reason at any time during
the Effectiveness Period (other than because all securities registered
thereunder shall have been resold pursuant thereto or shall have otherwise
ceased to be Registrable Securities), the Company shall use its best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 45 days of such cessation of effectiveness amend
the Shelf Registration Statement in a manner reasonably expected to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement so that all Registrable Securities
outstanding as of the date of such filing are covered by a Shelf Registration
Statement. If a new Shelf Registration Statement is filed, the Company shall use
its commercially reasonable efforts to cause the new Shelf Registration
Statement to become effective as promptly as is practicable after such filing
and to keep the new Shelf Registration Statement continuously effective until
the end of the Effectiveness Period.

         (c) The Company shall amend and supplement the Prospectus and amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or file a new Shelf Registration Statement, if
required by the Securities Act, or any other documents necessary to name a
Notice Holder as a selling securityholder pursuant to Section 2(d) below.

         (d) Each Holder may sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus only in accordance with this
Section 2(d) and Section 3(h). From and after the date the initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as



                                       5
<PAGE>



practicable after the date a Notice and Questionnaire is delivered, and in any
event upon the later of (x) 15 Business Days after such date or (y) five
Business Days after the expiration of any Deferral Period in effect when the
Notice and Questionnaire is delivered or put into effect within 15 Business Days
of such delivery date:

                  (i) if required by applicable law, file with the SEC a
         post-effective amendment to the Shelf Registration Statement or prepare
         and, if required by applicable law, file a supplement to the related
         Prospectus or a supplement or amendment to any document incorporated
         therein by reference or file a new Shelf Registration Statement or any
         other required document so that the Holder delivering such Notice and
         Questionnaire is named as a selling securityholder in a Shelf
         Registration Statement and the related Prospectus in such a manner as
         to permit such Holder to deliver such Prospectus to purchasers of the
         Registrable Securities in accordance with applicable law and, if the
         Company shall file a post-effective amendment to a Shelf Registration
         Statement or shall file a new Shelf Registration Statement, the Company
         shall use its commercially reasonable efforts to cause such
         post-effective amendment or new Shelf Registration Statement to be
         declared effective under the Securities Act as promptly as is
         practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS
         Deadline") that is 45 days after the date such post-effective amendment
         or new Shelf Registration Statement is required by this clause to be
         filed;

                  (ii) provide such Holder copies of any documents filed
         pursuant to Section 2(d)(i); and

                  (iii) notify such Holder as promptly as practicable after the
         effectiveness under the Securities Act of any new Shelf Registration
         Statement or post-effective amendment filed pursuant to Section
         2(d)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(h). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Shelf Registration Statement or related Prospectus
and (ii) the Amendment Effectiveness Deadline shall be extended by up to ten
Business Days from the expiration of a Deferral Period.



                                       6
<PAGE>



         (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages and that it would not be feasible to ascertain the extent of
such damages with precision, if:

                  (i) the Company has failed to perform its obligations set
         forth in the first sentence of Section 2(a) hereof on or prior to the
         Filing Deadline,

                  (ii) a Shelf Registration Statement has not been declared
         effective under the Securities Act on or prior to the Effectiveness
         Deadline,

                  (iii) the Company has failed to perform its obligations set
         forth in Section 2(d)(i) within the time period required therein,

                  (iv) a new Shelf Registration Statement or a post-effective
         amendment to a Shelf Registration Statement has not become effective on
         or prior to the Amendment Effectiveness Deadline in accordance with
         Section 2(d)(i) hereof,

                  (v) the aggregate duration of Deferral Periods in any period
         exceeds the number of days permitted in respect of such period pursuant
         to Section 3(h) hereof, or

                  (vi) the number of Deferral Periods in any period exceeds the
         number permitted in respect of such period pursuant to Section 3(h)
         hereof.

Each event described in any of the foregoing clauses (i) through (vi) is
individually referred to herein as a "REGISTRATION DEFAULT." For purposes of
this Agreement, each Registration Default set forth above shall begin and end on
the dates set forth in the table set forth below:

<Table>
<Caption>
  Type of Registration
    Default by Clause                    Beginning Date                                 Ending Date
------------------------   ------------------------------------------   -------------------------------------------
<S>                        <C>                                          <C>
(i)                        Filing Deadline                              the date a Shelf Registration Statement is
                                                                        filed

(ii)                       Effectiveness Deadline                       the date a Shelf Registration Statement
                                                                        becomes effective under the Securities Act
</Table>


                                       7
<PAGE>


<Table>
<Caption>
  Type of Registration
    Default by Clause                    Beginning Date                                 Ending Date
------------------------   ------------------------------------------   -------------------------------------------
<S>                        <C>                                          <C>
(iii)                      the date by which the Company is required    the date the Company performs its
                           to perform its obligations under Section     obligations set forth in Section 2(d)(i)
                           2(d)(i)

(iv)                       the Amendment Effectiveness Deadline         the date the applicable post-effective
                                                                        amendment to a Shelf Registration
                                                                        Statement or a new Shelf Registration
                                                                        Statement becomes effective under the
                                                                        Securities Act

(v)                        the date on which the aggregate duration     termination of the Deferral Period that
                           of Deferral Periods in any period exceeds    caused the limit on the aggregate duration
                           the number of days permitted by Section      of Deferral Periods to be exceeded
                           3(h)

(vi)                       the date of commencement of a Deferral       termination of the Deferral Period that
                           Period that causes the number of Deferral    caused the number of Deferral Periods to
                           Periods to exceed the number permitted by    exceed the number permitted by Section 3(h)
                           Section 3(h)
</Table>

For purposes of this Agreement, Registration Defaults shall begin on the dates
set forth in the table above and shall continue until the ending dates set forth
in the table above.

         Commencing on (and including) any date that a Registration Default has
begun and ending on (but excluding) the next date on which there are no
Registration Defaults that have occurred and are continuing (a "REGISTRATION
DEFAULT PERIOD"), the Company shall be required to pay to Record Holders of
Registrable Securities in respect of each day in the Registration Default Period
additional interest (i) in respect of any Note, at a rate per annum equal to an
additional one-quarter of one percent (0.25%) of the aggregate principal amount


                                       8
<PAGE>


of such Note and (ii) in respect of each share of outstanding Underlying Common
Stock that is a Registrable Security at a rate per annum equal to an additional
one-quarter of one percent (0.25%) on the Conversion Price on such date, to and
including the 90th day following the date of such Registration Default, and
one-half of one percent (0.5%) thereof with respect to each of (i) and (ii) of
this sentence from and after the 91st day following the date of such
Registration Default (the "ADDITIONAL INTEREST AMOUNT"); provided that in the
case of a Registration Default Period that is in effect solely as a result of a
Registration Default of the type described in clause (iii) or (iv) of the
preceding paragraph, such Additional Interest Amount, as applicable, shall be
paid only to the Holders (as set forth in the succeeding paragraph) that have
delivered Notices and Questionnaires that caused the Company to incur the
obligations set forth in Section 2(d) the non-performance of which is the basis
of such Registration Default. In calculating the Additional Interest Amount on
shares of Underlying Common Stock on any date on which no Notes are outstanding,
the Conversion Price used shall be based on the Conversion Price that would be
in effect if the Notes were still outstanding. Notwithstanding the foregoing, no
Additional Interest Amount shall accrue as to any Registrable Security from and
after the earlier of (x) the date such security is no longer a Registrable
Security and (y) expiration of the Effectiveness Period. The rate of accrual of
the Additional Interest Amount with respect to any period shall not exceed the
rate provided for in this paragraph notwithstanding the occurrence of multiple
concurrent Registration Defaults.

           The Additional Interest Amount shall accrue from the first day of the
applicable Registration Default Period, and shall be payable on each Interest
Payment Date during the Registration Default Period (and on the Interest Payment
Date next succeeding the end of the Registration Default Period if the
Registration Default Period does not end on a Interest Payment Date) to the
Record Holders of the Registrable Securities entitled thereto; provided that any
Additional Interest Amount accrued with respect to any Note or portion thereof
redeemed by the Company on a redemption date, purchased by the Company on a
repurchase date or converted into Underlying Common Stock on a conversion date
prior to the Interest Payment Date, shall, in any such event, be paid instead to
the Holder who submitted such Note or portion thereof for redemption, purchase
or conversion on the applicable redemption date, repurchase date or conversion
date, as the case may be, on such date (or promptly following the conversion
date, in the case of conversion), unless the redemption date or the repurchase
date, as the case may be, falls after November 1 or May 1 and on or prior to the
corresponding Interest Payment Date; and provided further, that, in the case of
a Registration Default of the type described in clause (iii) or (iv) of the
first paragraph of this Section 2(e) such Additional Interest Amount shall be
paid only to the Holders entitled thereto


                                       9
<PAGE>


by check mailed to the address set forth in the Notice and Questionnaire
delivered by such Holder. The Trustee shall be entitled, on behalf of registered
holders of Notes or Underlying Common Stock, to seek any available remedy for
the enforcement of this Agreement, including for the payment of such Additional
Interest Amount. Notwithstanding the foregoing, the parties agree that the sole
damages payable for a violation of the terms of this Agreement with respect to
which additional interest are expressly provided shall be such additional
interest. Nothing shall preclude any Holder from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

         All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

         The parties hereto agree that the additional interest provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of a
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

         Section 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:

         (a) Before filing any Shelf Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the Initial
Purchasers and the Special Counsel of such offering, if any, copies of all such
documents proposed to be filed at least three Business Days prior to the filing
of such Shelf Registration Statement or amendment thereto or Prospectus or
supplement thereto.

         (b) Subject to Section 3(h) prepare and file with the SEC such
amendments and post-effective amendments to each Shelf Registration Statement as
may be necessary to keep such Shelf Registration Statement continuously
effective during the Effectiveness Period; cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use its best efforts to comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
securities covered by such Shelf Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set


                                       10
<PAGE>


forth in such Shelf Registration Statement as so amended or such Prospectus as
so supplemented.

         (c) As promptly as practicable give notice to the Notice Holders, the
Initial Purchasers and the Special Counsel, (i) when any Prospectus, prospectus
supplement, Shelf Registration Statement or post-effective amendment to a Shelf
Registration Statement has been filed with the SEC and, with respect to a Shelf
Registration Statement or any post-effective amendment, when the same has been
declared effective, (ii) of any request, following the effectiveness of the
initial Shelf Registration Statement under the Securities Act, by the SEC or any
other federal or state governmental authority for amendments or supplements to
any Shelf Registration Statement or related Prospectus or for additional
information, (iii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any
Shelf Registration Statement or the initiation or threatening of any proceedings
for that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (v) of the
occurrence of, but not the nature of or details concerning, a Material Event and
(vi) of the determination by the Company that a post-effective amendment to a
Shelf Registration Statement will be filed with the SEC, which notice may, at
the discretion of the Company (or as required pursuant to Section 3(h)) state
that it constitutes a Deferral Notice, in which event the provisions of Section
3(h) shall apply.

         (d) Use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Shelf Registration Statement or the lifting of
any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment, and provide
immediate notice to each Notice Holder and the Initial Purchasers of the
withdrawal of any such order.

         (e) As promptly as practicable furnish to each Notice Holder, the
Special Counsel and the Initial Purchaser, upon request and without charge, at
least one conformed copy of each Shelf Registration Statement and any amendment
thereto, including exhibits and all documents incorporated or deemed to be
incorporated therein by reference.

         (f) During the Effectiveness Period, deliver to each Notice Holder, the
Special Counsel, if any, and the Initial Purchaser, in connection with any sale
of Registrable Securities pursuant to a Shelf Registration Statement, without
charge, as many copies of the Prospectus relating to such Registrable Securities
(including each preliminary prospectus) and any amendment or supplement


                                       11
<PAGE>


thereto as such Notice Holder may reasonably request; and the Company hereby
consents (except during such periods that a Deferral Notice is outstanding and
has not been revoked) to the use of such Prospectus or each amendment or
supplement thereto by each Notice Holder in connection with any offering and
sale of the Registrable Securities covered by such Prospectus or any amendment
or supplement thereto in the manner set forth therein.

         (g) Prior to any public offering of the Registrable Securities pursuant
to a Shelf Registration Statement, use its best efforts to register or qualify
or cooperate with the Notice Holders and the Special Counsel in connection with
the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included
in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to a Shelf Registration Statement, use its
commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder's offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom) and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
in such jurisdictions of such Registrable Securities in the manner set forth in
the Shelf Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Agreement or (ii) take any action that would
subject it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject.

         (h) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of a Shelf Registration Statement or the initiation of proceedings
with respect to a Shelf Registration Statement under Section 8(d) or 8(e) of the
Securities Act, (B) the occurrence of any event or the existence of any fact (a
"MATERIAL EVENT") as a result of which a Shelf Registration Statement shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any Prospectus shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development that, in the reasonable discretion of the
Company, makes it appropriate to suspend the availability of a Shelf
Registration Statement and the related Prospectus:


                                       12
<PAGE>


                  (i) in the case of clause (B) above, as promptly as
         practicable prepare and file, if necessary pursuant to applicable law,
         a post-effective amendment to such Shelf Registration Statement or a
         supplement to the related Prospectus or any document incorporated
         therein by reference or file any other required document that would be
         incorporated by reference into such Shelf Registration Statement and
         Prospectus so that such Shelf Registration Statement does not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, and such Prospectus does not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, as thereafter delivered to the purchasers of the
         Registrable Securities being sold thereunder, and, in the case of a
         post-effective amendment to a Shelf Registration Statement, use its
         best efforts to cause it to be declared effective as promptly as is
         practicable, and

                  (ii) give notice to the Notice Holders, and the Special
         Counsel, if any, that the availability of a Shelf Registration
         Statement is suspended (a "DEFERRAL NOTICE").

The Company will use its best efforts to ensure that the use of the Prospectus
may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of a
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay additional interest or liquidated damages pursuant to
Section 2(e), no more than once in any three month period or three times in any
twelve month period, and any such period during which the availability of the
Shelf Registration Statement and any Prospectus is suspended (the "DEFERRAL
PERIOD") shall, without incurring any obligation to pay additional interest or
liquidated damages pursuant to Section 2(e), not exceed 30 days; provided that
the aggregate duration of any Deferral Periods shall not exceed 30 days in any
three month period (or 60 days in any three month period in the event of a
Material Event pursuant to which the Company has delivered a second notice as
required below) or 90 days in any 12 month period; provided that in the case of
a Material Event relating to an


                                       13
<PAGE>


acquisition or a probable acquisition or financing, recapitalization, business
combination or other similar transaction, the Company may, without incurring any
obligation to pay additional interest or liquidated damages pursuant to Section
2(e), deliver to Notice Holders a second notice to the effect set forth above,
which shall have the effect of extending the Deferral Period by up to an
additional 30 days, or such shorter period of time as is specified in such
second notice.

         (i) If requested in writing in connection with a disposition of
Registrable Securities pursuant to a Shelf Registration Statement, make
reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities, any
broker-dealers, attorneys and accountants retained by such Notice Holders, and
any attorneys or other agents retained by a broker-dealer engaged by such Notice
Holders, all relevant financial and other records and pertinent corporate
documents and properties of the Company and its subsidiaries, and cause the
appropriate officers, directors and employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours on reasonable notice all relevant information reasonably requested by such
representative for the Notice Holders, or any such broker-dealers, attorneys or
accountants in connection with such disposition, in each case as is customary
for similar "due diligence" examinations; provided that such persons shall first
agree in writing with the Company that any non-public information shall be used
solely for the purposes of satisfying "due diligence" obligations under the
Securities Act and exercising rights under this Agreement and shall be kept
confidential by such persons, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, (ii) in the opinion of Special Counsel,
disclosure of such information is required by law (including any disclosure
requirements pursuant to federal securities laws in connection with the filing
of any Shelf Registration Statement or the use of any prospectus referred to in
this Agreement), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any
such person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement, and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the Special
Counsel. Any person legally compelled to disclose any such confidential
information made available for inspection shall provide the Company with prompt
prior written notice of such requirement so that the Company may seek a
protective order or other appropriate remedy.


                                       14
<PAGE>


         (j) Comply with all applicable rules and regulations of the SEC in all
material respects and make generally available to its securityholders earning
statements (which need not be audited) satisfying the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) for a 12-month period commencing on the
first day of the first fiscal quarter of the Company commencing after the
effective date of a Shelf Registration Statement, which statements shall be made
available no later than 45 days after the end of the 12-month period or 90 days
if the 12-month period coincides with the fiscal year of the Company.

         (k) Use its best efforts to cooperate with each Notice Holder to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities sold or to be sold pursuant to a Shelf Registration
Statement, which certificates shall not bear any restrictive legends, and cause
such Registrable Securities to be in such denominations as are permitted by the
Indenture and registered in such names as such Notice Holder may request in
writing at least one Business Day prior to any sale of such Registrable
Securities.

         (l) Provide a CUSIP number for all Registrable Securities covered by
each Shelf Registration Statement not later than the effective date of such
Shelf Registration Statement and provide the Trustee and the transfer agent for
the Common Stock with printed certificates for the Registrable Securities that
are in a form eligible for deposit with The Depository Trust Company.

         (m) Use its best efforts to cooperate and assist in any filings
required to be made with the National Association of Securities Dealers, Inc.

         (n) Upon (i) the filing of the initial Shelf Registration Statement and
(ii) the effectiveness of the initial Shelf Registration Statement, announce the
same, in each case by release to Reuters Economic Services and Bloomberg
Business News.

         Section 4. Holder's Obligations. (a) Each Holder agrees, by acquisition
of the Registrable Securities, that no Holder shall be entitled to sell any of
such Registrable Securities pursuant to a Shelf Registration Statement or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to Section 2(d)
hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
Notice Holder and the distribution of such Registrable Securities as the Company
may from time to time


                                       15
<PAGE>


reasonably request. Any sale of any Registrable Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

         (b) Upon receipt of any Deferral Notice, each Notice Holder agrees not
to sell any Registrable Securities pursuant to any Shelf Registration Statement
until such Notice Holder's receipt of copies of the supplemented or amended
Prospectus provided for in Section 3(h)(i), or until it is advised in writing by
the Company that the Prospectus may be used.

         (c) In the event of a sale of Registrable Securities by the Holder
under the Registration Statement, if requested by the Company, the Holder shall
deliver to the Company's transfer agent, with a copy to the Company, a
Certificate of Subsequent Sale substantially in the form attached here to as
Exhibit A.

         Section 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any Shelf
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as Notice Holders of a majority of the Registrable
Securities being sold pursuant to a Shelf Registration Statement may designate),
(ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities in a form eligible for deposit with The
Depository Trust Company), (iii) duplication expenses relating to copies of any
Shelf Registration Statement or Prospectus delivered to any Holders hereunder,
(iv) up to $3,000 in fees and disbursements of counsel for the Company in
connection with any Shelf Registration Statement, (v) reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock, (vi) Securities Act liability insurance obtained by
the Company in its sole discretion


                                       16
<PAGE>


and (vii) the reasonable fees and disbursements of Special Counsel. In addition,
the Company shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing legal
or accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing by the Company of the Registrable
Securities on any securities exchange on which similar securities of the Company
are then listed and the fees and expenses of any person, including special
experts, retained by the Company. Notwithstanding the provisions of this Section
5, each seller of Registrable Securities shall pay any broker's commission,
agency fee or underwriter's discount or commission in connection with the sale
of the Registrable Securities under a Shelf Registration Statement.

         Section 6. Indemnification and Contribution.

         (a) The Company agrees to indemnify and hold harmless each Notice
Holder, each person, if any, who controls any Notice Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
and each affiliate of any Notice Holder within the meaning of Rule 405 under the
Securities Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Shelf Registration Statement or any amendment
thereof, any preliminary prospectus or any Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to any Holder furnished to the
Company by such Holder expressly for use therein; provided that the foregoing
indemnity shall not inure to the benefit of any Holder (or to the benefit of any
person controlling such Holder) from whom the person asserting such losses,
claims or liabilities purchased the Registrable Securities, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Holder to such person, if required by law so to have been delivered at or
prior to the written confirmation of the sale of the Registrable Securities to
such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or liabilities,
unless such failure is the result of noncompliance by the Company with Section
2(c) hereof.


                                       17
<PAGE>


         (b) Each Holder agrees severally and not jointly to indemnify and hold
harmless the Company and its directors, its officers who sign any Shelf
Registration Statement and each person, if any, who controls the Company (within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) or any other Holder, to the same extent as the foregoing indemnity
from the Company to such Holder, but only with reference to information relating
to such Holder furnished to the Company by such Holder expressly for use in such
Shelf Registration Statement or Prospectus or amendment or supplement thereto.
In no event shall the liability of any Holder hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of
the Registrable Securities pursuant to the Shelf Registration Statement giving
rise to such indemnification obligation.

         (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 6(a) or 6(b) hereof, such person (the "INDEMNIFIED
PARTY") shall promptly notify the person against whom such indemnity may be
sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by, in the case of parties indemnified pursuant to Section
6(a), the Holders of a majority (with Holders of Notes deemed to be the Holders,
for purposes of determining such majority, of the number of shares of Underlying
Common Stock into which such Notes are or would be convertible as of the date on
which such designation is made) of the Registrable Securities covered by the
Shelf Registration Statement held by Holders that are indemnified parties
pursuant to Section 6(a) and, in the case of parties indemnified pursuant to
Section 6(b), the Company. The


                                       18
<PAGE>


indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

         (d) To the extent that the indemnification provided for in Section 6(a)
or 6(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company shall be deemed to
be equal to the total net proceeds from the initial placement pursuant to the
Purchase Agreement (before deducting expenses) of the Registrable Securities to
which such losses, claims, damages or liabilities relate. The relative benefits
received by any Holder shall be deemed to be equal to the value of receiving
registration rights under this Agreement for the Registrable Securities. The
relative fault of the Holders on the one hand and the Company on the other hand
shall be determined by reference to, among other things, whether the untrue or


                                       19
<PAGE>


alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Holders or by
the Company, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 6(d) are several
in proportion to the respective number of Registrable Securities they have sold
pursuant to a Shelf Registration Statement, and not joint.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding this Section 6(d), no indemnifying party that is a selling
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities sold by it and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

         (e) The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity, hereunder, under the Purchase Agreement
or otherwise.

         (f) The indemnity and contribution provisions contained in this Section
6 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder, any person controlling any Holder or any affiliate of any Holder or
by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) the sale of any Registrable Securities by any
Holder.

         Section 7. Information Requirements. The Company covenants that, if at
any time before the end of the Effectiveness Period, the Company is not subject
to the reporting requirements of the Exchange Act, it will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in


                                       20
<PAGE>


writing (including, without limitation, making such reasonable representations
as any such Holder may reasonably request), all to the extent required from time
to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 and Rule 144A under the Securities Act and customarily
taken in connection with sales pursuant to such exemptions. Upon the written
request of any Holder, the Company shall deliver to such Holder a written
statement as to whether it has complied with such filing requirements, unless
such a statement has been included in the Company's most recent report filed
pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities (other than the Common Stock) under the Exchange
Act.

         Section 8. Miscellaneous.

         (a) No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders in this Agreement. The Company represents and
warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company's securities
under any other agreements.

         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of a
majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Notes are or would be convertible as of the date on
which such consent is requested). Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Shelf Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Shelf Registration Statement; provided that the provisions of
this sentence may not be amended, modified or supplemented except in accordance
with the provisions of the immediately preceding sentence. Notwithstanding the
foregoing sentence, this Agreement may be amended by written agreement signed by
the Company and the Initial Purchaser, without the consent of the Holders of
Registrable Securities, to cure any ambiguity or to correct or supplement any
provision


                                       21
<PAGE>


contained herein that may be defective or inconsistent with any other provision
contained herein, or to make such other provisions in regard to matters or
questions arising under this Agreement that shall not adversely affect the
interests of the Holders of Registrable Securities. Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to this
Section 8(b) whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier or by first-class mail, return receipt requested, and shall be deemed
given (i) when made, if made by hand delivery, (ii) upon confirmation, if made
by telecopier, (iii) one Business Day after being deposited with such courier,
if made by overnight courier or (iv) on the date indicated on the notice of
receipt, if made by first-class mail, to the parties as follows:

                  (i) if to a Holder, at the most current address given by such
         Holder to the Company in a Notice and Questionnaire or any amendment
         thereto;

                  (ii) if to the Company, to:

                            JDS Uniphase Corporation
                            1768 Automation Parkway
                            San Jose, California  95131
                            Attention: Christopher S. Dewees
                            Telecopy No.: (408) 546-5430

                            with a copy to:

                            Morrison & Foerster LLP
                            755 Page Mill Road
                            Palo Alto, California  94304
                            Attention: Michael Phillips
                            Telecopy No. (650) 494-0792


                                       22
<PAGE>


                  (iii) if to the Initial Purchaser, to:

                            Morgan Stanley & Co. Incorporated
                            1585 Broadway
                            New York, New York 10036
                            Attention: Convertible Securities Desk
                            Telecopy No.: (212) 761-0086

                            with a copy to:

                            Skadden, Arps, Slate, Meagher & Flom LLP
                            525 University Avenue
                            Suite 1100
                            Palo Alto, CA 94301
                            Attention: Thomas J. Ivey
                            Telecopy No.: (650) 470-4570

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

         (d) Approval of Holders. Whenever the consent or approval of Holders of
a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

         (e) Successors and Assigns. Any person who purchases any Registrable
Securities from an Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of such Initial Purchaser. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities, provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Indenture. If any transferee of any Holder
shall acquire Registrable Securities, in any manner, whether by operation of law
or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities,
such person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such person shall
be entitled to receive the benefits hereof.

         (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which


                                       23
<PAGE>


when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

         (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.

         (j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. In no event will such methods of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company.

         (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for additional interest or
liquidated damages under Section 2(e) hereof to the extent such damages accrue
prior to the end of the Effectiveness Period, each of which shall remain in
effect in accordance with its terms.


                                       24
<PAGE>


           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          JDS UNIPHASE CORPORATION


                                          By: /s/ Christopher S. Dewees
                                              ----------------------------------
                                              Name:  Christopher S. Dewees
                                              Title: Senior Vice President



<PAGE>



Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED


By: /s/ William R. Salisbury
    -----------------------------------------
    Name:  William R. Salisbury
    Title: Managing Director


GOLDMAN, SACHS & CO.


By: /s/ George C. Lee II
    -----------------------------------------
    Name:  George C. Lee II
    Title: Managing Director


CIBC WORLD MARKETS CORP.


By: /s/ Andrew MacInnes
    -----------------------------------------
    Name:  Andrew MacInnes
    Title: Managing Director



<PAGE>


                                                                       EXHIBIT A

                         CERTIFICATE OF SUBSEQUENT SALE

[Transfer Agent]
[Address]
Attention:  [_______]

JDS Uniphase Corporation
1768 Automation Parkway
San Jose, California  95131
Attention: Christopher S. Dewees
Telecopy No.: (408) 546-5430

         Re:      Sale of Registrable Securities of JDS Uniphase Corporation
                  (the "Company") pursuant to the Company's Prospectus, dated
                  October 27, 2003 (the "Prospectus")

Ladies and Gentlemen:

         The undersigned hereby certifies, in connection with the transfer of
Registrable Securities of the Company included in the table of Selling
Securityholders in the Prospectus, that the undersigned has sold the number of
the Company's Registrable Securities indicated below pursuant to the Prospectus
and in a manner described under the caption "Plan of Distribution" in the
Prospectus, and that such sale complies with all applicable securities laws,
including, without limitation, the Prospectus delivery requirements of the
Securities Act of 1933, as amended.

Selling Securityholder (the beneficial owner):
                                              ----------------------------------

Record Holder (e.g., if held in name of nominee):
                                                 -------------------------------

Number of Securities Sold:
                          ------------------------------------------------------

Date of Sale:
             -------------------------------------------------------------------


<PAGE>


                        Very truly yours,



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

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

             Print Full Legal Name of Selling Stockholder or Nominee

By:
   ---------------------------------------------------------------

Name:
     -------------------------------------------------------------

Title:
      ------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>f94556orexv5w1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1

                      [MORRISON & FOERSTER LLP LETTERHEAD]


                               November 14, 2003

JDS Uniphase Corporation
1768 Automation Parkway
San Jose, California  95131

Ladies and Gentlemen:

      At your request, we have examined the registration statement on Form S-3
filed by JDS Uniphase Corporation, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission on November 14, 2003 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of the resale by the holders thereof of $475,000,000 aggregate
principal amount of Zero Coupon Senior Convertible Notes due 2010 (the "Notes")
and the shares of the Company's common stock, $0.001 par value per share (the
"Conversion Shares") issuable upon conversion of the Notes (the Conversion
Shares together with the Notes, the "Securities"). The Notes were issued
pursuant to an Indenture dated as of October 31, 2003 ("Indenture") by and
between the Company and The Bank of New York, as Trustee. The Securities are
being offered by certain selling securityholders specified in the Registration
Statement.

      As counsel to the Company, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of this
opinion, and based thereon we are of the opinion that:

      1. The Notes have been duly authorized and are valid and binding
obligations of the Company.

      2. When issued upon conversion in accordance with the terms of the Notes
and the Indenture, the Conversion Shares will be validly issued, fully paid and
nonassessable.

      The opinions expressed herein are limited to the federal laws of the
United States of America, the laws of the State of Delaware and the laws of the
State of New York, as currently in effect, and we express no opinion of the
effect of laws of any other jurisdiction on the opinions expressed herein.

      We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the prospectus constituting a part thereof and any amendments
thereto.

                                              Very truly yours,


                                              /s/ Morrison & Foerster LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>6
<FILENAME>f94556orexv12w1.txt
<DESCRIPTION>EXHIBIT 12.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 12.1

                       RATIO OF EARNINGS TO FIXED CHARGES

      The following table shows the ratio of earnings to fixed charges for the
three months ended September 30, 2003 and each of the five most recent fiscal
years (in thousands).

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                SEPTEMBER 30,            FISCAL YEAR ENDED JUNE 30,
                                                                ------------            --------------------------

                                                                    2003          2003        2002(1)       2001(2)(3)
                                                                    ----          ----        ----          ----
<S>                                                            <C>               <C>         <C>           <C>
Net earnings (loss) before income tax provision (benefit),
 minority interest (benefit) and cumulative                     $(38,032)         $(920,293)  $(8,501,090)  $(56,493,762)
 effect of change in accounting principle
Fixed charges:
          Interest Expense                                            18              1,342         1,842          3,071
          Portion of rent expense deemed to represent interest       817              3,380         5,390          3,453
Total fixed charges                                                  835              4,722         7,232          6,524
Net earnings (loss) before fixed charges                        $(37,197)         $(915,571)  $(8,493,858)  $(56,487,238)
Deficiency of net earnings to cover fixed charges               $(38,032)         $(920,293)  $(8,501,090)  $(56,493,762)
<CAPTION>

                                                                 FISCAL YEAR ENDED JUNE 30,
                                                                 --------------------------
                                                                     2000        1999
                                                                     ----        ----
<S>                                                                <C>         <C>
Net earnings (loss) before income tax provision (benefit),
 minority interest (benefit) and cumulative                         $(829,811)  $(149,589)
 effect of change in accounting principle
Fixed charges:
          Interest Expense                                               506          21
          Portion of rent expense deemed to represent interest         1,090         458
Total fixed charges                                                    1,596         479
Net earnings (loss) before fixed charges                           $(828,215)  $(149,110)
Deficiency of net earnings to cover fixed charges                  $(829,811)  $(149,589)


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

(1)  We acquired IBM's optical transceiver business on December 28, 2001 in a
     transaction accounted for as a purchase. The summary financial data for
     fiscal 2002 included the results of operations of the optical transceiver
     business subsequent to December 28, 2001.

(2)  We acquired SDL on February 13, 2001 in a transaction accounted for as a
     purchase. The summary financial data for fiscal 2001 included the results
     of operations of SDL subsequent to February 13, 2001.

(3)  On February 13, 2001, we completed the sale of our Zurich, Switzerland
     subsidiary to Nortel for 65.7 million shares of Nortel common stock valued
     at $1,953.3 million. After adjusting for the net costs of the assets sold
     and for the expenses associated with the divestiture, we realized a gain of
     $1,770.2 million from the transaction. We subsequently sold 41.0 million
     shares of Nortel common stock for total proceeds of $659.2 million,
     resulting in a realized loss of $559.1 million during fiscal 2001.
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>f94556orexv23w1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<PAGE>
                                                                    Exhibit 23.1

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of JDS Uniphase
Corporation for the registration of 96,153,846 shares of its common stock and to
the incorporation by reference therein of our report dated July 21, 2003, with
respect to the consolidated financial statements and schedule of JDS Uniphase
Corporation included in its Annual Report (Form 10-K) for the year ended June
30, 2003, filed with the Securities and Exchange Commission.

                                             ERNST & YOUNG LLP

San Jose, California
November 14, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>8
<FILENAME>f94556orexv25w1.txt
<DESCRIPTION>EXHIBIT 25.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 25.1
================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)


New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                            JDS UNIPHASE CORPORATION
               (Exact name of obligor as specified in its charter)


Delaware                                    94-2579683
(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization)

1768 Automation Parkway                     95131
San Jose, California                        (Zip code)
(Address of principal executive offices)


                                   ----------

                                  Senior Notes
                       (Title of the indenture securities)


================================================================================
<PAGE>


1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.


<Table>
<Caption>
--------------------------------------------------------------------------------
             Name                                         Address
--------------------------------------------------------------------------------
<S>                                                    <C>
Superintendent of Banks of the State of New York       2 Rector Street
                                                       New York, N.Y.  10006
                                                       and Albany, N.Y.  12203

Federal Reserve Bank of New York                       33 Liberty Plaza, New York, N.Y.  10045

Federal Deposit Insurance Corporation                  Washington, D.C.  20429

New York Clearing House Association                    New York, N. Y.  10005
</Table>

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         YES.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         NONE.

3.       LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(d).

               1.  A copy of the  Organization  Certificate  of The  Bank of New
                   York (formerly Irving Trust Company) as now in effect,  which
                   contains the  authority  to commence  business and a grant of
                   powers to  exercise  corporate  trust  powers.  (Exhibit 1 to
                   Amendment No. 1 to Form T-1 filed with Registration Statement
                   No.  33-6215,  Exhibits  1a and 1b to  Form  T-1  filed  with
                   Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                   filed with Registration Statement No. 33-29637.)

               2.  A copy of the existing By-laws of the Trustee.  (Exhibit 4 to
                   Form T-1 filed with Registration Statement No. 33-31019.)

               3.  The consent of the Trustee  required by Section 321(b) of the
                   Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                   No. 33-44051.)

               4.  A copy of the  latest  report  of  condition  of the  Trustee
                   published  pursuant  to  law or to  the  requirements  of its
                   supervising or examining authority.




                                      -2-
<PAGE>

                                    SIGNATURE



           Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the       day of November, 2003.


                                           THE BANK OF NEW YORK



                                           By:   /s/   ROBERT A. MASSIMILLO
                                              ----------------------------------
                                              Name:  ROBERT A. MASSIMILLO
                                              Title: VICE PRESIDENT





                                      -3-





<PAGE>

                                                                       EXHIBIT 7

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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,  at the close of business June 30, 2003,
published  in  accordance  with a call made by the Federal  Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

<Table>
<Caption>

                                                                              Dollar Amounts
                                                                               In Thousands
                                                                              --------------
<S>                                                                           <C>
ASSETS
Cash and balances due from depository institutions:
      Noninterest-bearing balances and currency and coin ..................       4,257,371
      Interest-bearing balances ...........................................       6,048,782
Securities:
      Held-to-maturity securities .........................................         373,479
      Available-for-sale securities .......................................      18,918,169
Federal funds sold and securities purchased under agreements to resell:
      Federal funds sold in domestic offices ..............................       6,689,000
      Securities purchased under agreements to resell .....................       5,293,789
Loans and lease financing receivables:
      Loans and leases held for sale ......................................         616,186
      Loans and leases, net of unearned income ............................      38,342,282
      LESS:  Allowance for loan and lease losses ..........................         819,982
      Loans and leases, net of unearned income and allowance ..............      37,522,300
Trading assets ............................................................       5,741,193
Premises and fixed assets (including capitalized leases) ..................         958,273
Other real estate owned ...................................................             441
Investments in unconsolidated subsidiaries and associated companies .......         257,626
Customers' liability to this bank on acceptances outstanding ..............         159,995
Intangible assets:
      Goodwill ............................................................       2,554,921
      Other intangible assets .............................................         805,938
Other assets ..............................................................       6,285,971
                                                                                -----------
Total assets ..............................................................     $96,483,434
                                                                                ===========
LIABILITIES
Deposits:
      In domestic offices .................................................      37,264,787
      Noninterest-bearing .................................................      15,357,289
</Table>


<PAGE>


<Table>

<S>                                                                              <C>
      Interest-bearing ....................................................      21,907,498
      In foreign offices, Edge and Agreement subsidiaries, and IBFs .......      28,018,241
      Noninterest-bearing .................................................       1,026,601
      Interest-bearing ....................................................      26,991,640
Federal funds purchased and securities sold under agreements to repurchase:
      Federal funds purchased in domestic offices .........................         739,736
      Securities sold under agreements to repurchase ......................         465,594
Trading liabilities .......................................................       2,456,565
Other borrowed money (includes mortgage indebtedness and obligations under
  capitalized leases) .....................................................       8,994,708
Bank's liability on acceptances executed and outstanding ..................         163,277
Subordinated notes and debentures .........................................       2,400,000
Other liabilities .........................................................       7,446,726
                                                                                -----------
Total liabilities .........................................................     $87,949,634
                                                                                ===========

Minority interest in consolidated subsidiaries ............................         519,472

EQUITY CAPITAL
Perpetual preferred stock and related surplus .............................               0
Common stock ..............................................................       1,135,284
Surplus (exclude all surplus related to preferred stock) ..................       2,056,273
  Retained earnings .......................................................       4,694,161
  Accumulated other comprehensive income ..................................         128,610
Other equity capital components ...........................................               0
Total equity capital ......................................................       8,014,328
                                                                                -----------
Total liabilities, minority interest, and equity capital ..................     $96,483,434
                                                                                ===========
</Table>


I, Thomas J. Mastro,  Senior Vice President and  Comptroller of the  above-named
bank do hereby  declare that this Report of Condition is true and correct to the
best of my knowledge and belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

We, the  undersigned  directors,  attest to the correctness of this statement of
resources  and  liabilities.  We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in  conformance  with the
instructions and is true and correct.

Thomas A. Renyi     }
Gerald L. Hassell   }        Directors
Alan R. Griffith    }





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>GRAPHIC
<SEQUENCE>9
<FILENAME>f94556orf9455600.gif
<DESCRIPTION>GRAPHIC
<TEXT>
begin 644 f94556orf9455600.gif
M1TE&.#EANP`F`/?_````````,P``9@``F0``S```_P`S```S,P`S9@`SF0`S
MS``S_P!F``!F,P!F9@!FF0!FS`!F_P"9``"9,P"99@"9F0"9S`"9_P#,``#,
M,P#,9@#,F0#,S`#,_P#_``#_,P#_9@#_F0#_S`#__S,``#,`,S,`9C,`F3,`
MS#,`_S,S`#,S,S,S9C,SF3,SS#,S_S-F`#-F,S-F9C-FF3-FS#-F_S.9`#.9
M,S.99C.9F3.9S#.9_S/,`#/,,S/,9C/,F3/,S#/,_S/_`#/_,S/_9C/_F3/_
MS#/__V8``&8`,V8`9F8`F68`S&8`_V8S`&8S,V8S9F8SF68SS&8S_V9F`&9F
M,V9F9F9FF69FS&9F_V:9`&:9,V:99F:9F6:9S&:9_V;,`&;,,V;,9F;,F6;,
MS&;,_V;_`&;_,V;_9F;_F6;_S&;__YD``)D`,YD`9ID`F9D`S)D`_YDS`)DS
M,YDS9IDSF9DSS)DS_YEF`)EF,YEF9IEFF9EFS)EF_YF9`)F9,YF99IF9F9F9
MS)F9_YG,`)G,,YG,9IG,F9G,S)G,_YG_`)G_,YG_9IG_F9G_S)G__\P``,P`
M,\P`9LP`F<P`S,P`_\PS`,PS,\PS9LPSF<PSS,PS_\QF`,QF,\QF9LQFF<QF
MS,QF_\R9`,R9,\R99LR9F<R9S,R9_\S,`,S,,\S,9LS,F<S,S,S,_\S_`,S_
M,\S_9LS_F<S_S,S___\``/\`,_\`9O\`F?\`S/\`__\S`/\S,_\S9O\SF?\S
MS/\S__]F`/]F,_]F9O]FF?]FS/]F__^9`/^9,_^99O^9F?^9S/^9___,`/_,
M,__,9O_,F?_,S/_,____`/__,___9O__F?__S/___P``````````````````
M````````````````````````````````````````````````````````````
M````````````````````````````````````````````````````````````
M`````````````````````"P`````NP`F```(_P"O"1Q(L"`U:=2J%5S(L*'#
MAQ`C2IQ(L:+%BQ@'2MNXL9JUC"!#BAQ)LN3%:AQ32O-HLJ7+ES!A'E29,F',
MFSASZAQHC:9/A`IW"AU*E"+*GS^+*EVZ%.E/:DRC2L5YU&G*H%.S:KW8*D$"
M08($6JOJ]./6LV@?>EWK55`K@=5F^KQ62U@R:&GSHA7$EFU8@G%ITJU%N.Y=
MO259`5C,"K'$OFP=CNTXN'#A9!`7+[8BT(IFS2NL-&;H^3,`S@5+,QZH6#-J
MB9]?1U0-("L-R&TC6K.6S++EB+&OM38-NN!PX@MI$U1.,?C$%9^G=L6=@&)O
MWX0A'N=,FSB`%:R];_].'GT@\XG.8;N>>AOW7XG"L->%R+R[=]30Q8\F^!G\
MP/X5L6+%@!6EM]1TN+TUD7RU8/80<Z8-E)]F`@$HD(`,&1B<@`,V9@5THK$V
M(($<=OCA:<M])B"(^XE8VHC+E19:BRM^)YM`U"5`0T4,XO60A1J69UJ+"VW'
MWWJJ34AAA<79IV)GXBU&$"M*;GB?A-[MQQ=U"DIT'7;`K7>-@1":YA]IY4&I
MF8=1HC@FDFWZYZ28QQ''F7CXB7=FCM59QZ!VP='6(G-5KD;>DFI*^6:4G!DY
MYY)MNAGI-;2%IJB2*R@IT);N510?=@XZ5%^:`FE::I8+67@JI"HZ*F1PI@[_
M:22FE$97:4%/:HH@;A8Q&&I#A)*ZJ**K1HBKF$R.YRJ<K"XF9W1&&FDL@/:A
M]JB4[>&V(X_RA>ELLFXF^IUQ5::*[+*KE?GML'E2*&BM%!K);K%-MLG*KI!U
MZ>6?#\F;7IU$TFON>`+#JZBZ*+Y[''BCNONDO-<4:K"9C64+V8X--#!&P`M]
M:9DP#+'2&)5/*MR=?S9>:.R1ZRX,+LK%S1OL>D#6NYZ2'EZH*6T="M<8GX*P
MDO'0&SOTJ6^_FB>>N%&.'.?`38.+6J"Y]E?NO#)/^N:`.YN9WVM@07;-&$.7
MK7'`/3)4J)MK#TDO<0%?>Z9S5#>KG]1XUXG<G.#IP(TL0:T(0D-89A>N\1@#
M)7-T80UY-W>;LMG;4-MGOOMNK%%/S.::;VNJYVA^A]N0T(8;C@/B`D&C^'QH
MNC;HB#;VG!S/-Q:I9(@N$BC<B-:.N+FS?Y>(FO`IILS[[A.&9ASM$>%0^O,-
MG.Y83N=-WQ#TV*-N_4O5;U^0\]B7[CU,JHYO'-GAFVV^2P:N7]`8X*?OODF\
M<SS_A>A#C\/]_!/%2OR%TU[_!JB3_)5-@`1,X$W^=T`%.K"`&7N@!!<2$``[
`
end

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>GRAPHIC
<SEQUENCE>10
<FILENAME>f94556orf9455601.gif
<DESCRIPTION>GRAPHIC
<TEXT>
begin 644 f94556orf9455601.gif
M1TE&.#EAL0%8`/?_````````,P``9@``F0``S```_P`S```S,P`S9@`SF0`S
MS``S_P!F``!F,P!F9@!FF0!FS`!F_P"9``"9,P"99@"9F0"9S`"9_P#,``#,
M,P#,9@#,F0#,S`#,_P#_``#_,P#_9@#_F0#_S`#__S,``#,`,S,`9C,`F3,`
MS#,`_S,S`#,S,S,S9C,SF3,SS#,S_S-F`#-F,S-F9C-FF3-FS#-F_S.9`#.9
M,S.99C.9F3.9S#.9_S/,`#/,,S/,9C/,F3/,S#/,_S/_`#/_,S/_9C/_F3/_
MS#/__V8``&8`,V8`9F8`F68`S&8`_V8S`&8S,V8S9F8SF68SS&8S_V9F`&9F
M,V9F9F9FF69FS&9F_V:9`&:9,V:99F:9F6:9S&:9_V;,`&;,,V;,9F;,F6;,
MS&;,_V;_`&;_,V;_9F;_F6;_S&;__YD``)D`,YD`9ID`F9D`S)D`_YDS`)DS
M,YDS9IDSF9DSS)DS_YEF`)EF,YEF9IEFF9EFS)EF_YF9`)F9,YF99IF9F9F9
MS)F9_YG,`)G,,YG,9IG,F9G,S)G,_YG_`)G_,YG_9IG_F9G_S)G__\P``,P`
M,\P`9LP`F<P`S,P`_\PS`,PS,\PS9LPSF<PSS,PS_\QF`,QF,\QF9LQFF<QF
MS,QF_\R9`,R9,\R99LR9F<R9S,R9_\S,`,S,,\S,9LS,F<S,S,S,_\S_`,S_
M,\S_9LS_F<S_S,S___\``/\`,_\`9O\`F?\`S/\`__\S`/\S,_\S9O\SF?\S
MS/\S__]F`/]F,_]F9O]FF?]FS/]F__^9`/^9,_^99O^9F?^9S/^9___,`/_,
M,__,9O_,F?_,S/_,____`/__,___9O__F?__S/___P``````````````````
M````````````````````````````````````````````````````````````
M````````````````````````````````````````````````````````````
M`````````````````````"P`````L0%8```(_P"O"1Q(L*#!@PBE2:MF#:'#
MAQ`C2IQ(L:+%BQ@S:MS(L:/'CR!#BM1H3:%)AB-3JES)LJ7+ES!CRI19S:1-
M:M5FZMS)LZ?/GT"#7K1)5"%.H4B3*EW*M"G0DD6CHG1*M:K5JUBIUHS*=6'#
MK&##BAU+%F/7LPISEEW+MJW;I5O1GCWZMJ[=NW@_4I/+5QJUKWD#"QZ<%VK?
MOE,)*U[,V&K<PX?5-IY,N;).R)A-TK7,N;/GC8\S8Y;\N;3ITP/WBA8-&+7K
MUY,-K\8,N[9MPJ%G][W-N_=;W9E)^QY.'&NUW,"Y"B_.O+E.0:T@6D.>W*3S
MZ]AA"DK`G88@Z=545_^WGKV\^9#<TZ<7!/UA^/'+S\N?+W&[^OO=VR.<#EQR
M,FCT!2A@0?@5J)YW#DTG'F1?)5/+@\+\-^"$YM%@X(4)T"#1>X<-Y."#(-82
M(8`4EL6*%2A:P4J)++6"X87?472<7-0,)$R(.$(H(8M8K0#`CT"NR.-(%KY8
M8$;\*3=0CDR".*)E)Z9HA64^`FFED$-^Y**1^,4(VH+2`-;DF`^&9.694Q8D
MY9ELKH`BEAJAR.:9;EK$RIP_IHG0G7CJN9(5>`*PPDN!`M`<ET>"-*,T'I+9
MI#`@\3FGG]<`6FB@*\!)D:676DGI0YRR^2E!H:+I4I5X$AHH<_8ANEY+'SK_
MBF,R()7JJ9J=%IHI19+F"N2H"-D:)*B!:IK2I:I.RIRK]T7'4JRR@DCK1\+^
MJ"FJOLXY:$389FLH185"%*Y+NKI4+0#`UM8JLQJV%&V.9JY:D+?E/M1MMMM.
M-*Y#^[)T[Z_F%DO<ELQRY^5*[^(8;ZKSTHNI0^=VFNY!@4Y\3<4OG?O2OS\6
M5V3!";@$3<+21HHQJ0X7"FS*0%9T[L0OPW3OKN3*ZQO!!1^L$K3O3NM1S"BS
MS#"N+%M,M+(0G_S2B7D:#=+#PWU<\$L\1TOBSP(3Q#$`FEJQ-<`-8ZIGE,-2
MM#5$9Q,&=&_KLOL2R2"&E#9!_09==Z]L&CO0B1;5_VV0WQ-%J>),@NMMT-K7
M%/ZSE(9#)#B*<:;8N$,@I^>LNW!#^K3-`P$N$-YYVSVG2%#SBV>^`G&\][\3
MURTOTZ*B_3KK%WDM\<2P5SRY0+9KZ_0U;;O:;DLCP^VS1TI_GKQ!7_L9<4B(
M'[Z\O%^C'G:;U]_Z-=>FIUI]X-LC31`KX;><=*<T/U2YP53#7<OQ'$4??4&@
MWSI0Q-9O-+_HIM*M;?W8DUZ?^/>K\AE.:'ER7/E&=[1<`0N`64.(U*;6/KA!
M;WGGVEV]>'>I].F/<P?1V/A.ERUC(2YBOCH(!+/UD!5VJB`++!L,4V8XG.4,
M)NZKA=Q`>#$>_JU?+OR1!_\QXKG.@1"%#F3>$1&8P`86#2$Q'%KB'':0*%HI
M?P*9(+-BXC[X<<1O11S(U[*GLHV4#B%GK!03T?5#*:IQC0)$X*BL&#LC>NM3
M2`2<#=WVDN*1S(MF/!W]TDBQNN51AA6!(.Z61T<&^D];9&29IM;(QD$R<6P.
MTU00D660]7'G<K!RW]4ZHD@GVN\AG'RDK[`(D?W=;WH2VYXEQ2<0!VZ/4K8L
MXP@OE:8,OE*0I/*1$H$Y13<"SY/#<TG59'7!`1(0;*A<7C'Q91%?GF].D]S@
M&)_91#L2,V)^<F&^MD:I[WF33=SD7D0@>"UC>C(!.F.)^S1'+1Z&\9S]F^4J
M*W+_S[MM\(VT!"@ZTRFH2$)3H`'DH#.5E\9^16QWU^"8]2!8D.!MD8O&6Y@C
M\6FEB(!S3U&$*$?-U[V-(O1,<(J>(?UVPI4N-*+^?"D*A[A+WZ4HE=?8([/B
M*4^XC;(CA"1D'$TZU`Z"ZZ4&*64ZK:?2)2+UI`<EIRD/JLM?TC*/-(4J%0>B
MQ8O"9)F."HE2K5K':/J0?@N<B"L5&M!"=2V"TRQK+7V(.+_-3:L=FZJU#!I0
MF#(Q7SH5GDS`2J9F!G2M;.TK2"4F$<1N+9O&O"M><>G#JO;0F/V2Z@R-><B"
MJE)H!.FJJT#IDAO]T;`#U=I9/QNZ3?&RL:N=JQLAF#^7_V*SIG(=Z5X3FT_=
MHLZM;22J7Y.HVQ(.Q*)>Q6%&-X?9V`[7F.NT[#53&\(TSJ^A3NWK\\C:V\FR
MMJ/Z["YW^X5`Z[T3GC-Q'VKI%%SV.N261)1F=?'4.,V.%Y'>_2Y)>7NE84)2
MC#RL*P_MF]3RZ:EHFD*NJP@R!I%NA+!CTFANUQJ^PTE$NL&2;URIF[H`PS*@
MDMUP;UD*PI@^%:VOE>WM!G>0\WII#`V(<8-WECF0?.VM)R9?IS39S2K>\[[X
M%?$5VWLF_W*XJ<TM,3&+2U`XW5@B*SSPB1TBVM$.),98EK&#*6+:A`$R(NB2
M$A*-C-+Q'3)_V'*3\V0)Y13SM__,?*UM=G.;QN:E\U-G7.$X<1I18*T-N'N"
MG$#..SQ69/G0#9BQ1T1YD4V*EY+NY6NV?G?9->;ONDM^;I$)NJO>S;F[8U6Q
M[W(5MCJI=J&W%#.G`"N(*K_H<C!&-*)Q,`:.J+=V6Y6T)(N:LHHT\K9ZK220
MA2WJ30_[CL'F]4$KC4""`AJOI#9(*]B37%E;.\:TQ@B$FX01*W[*T:O4VQHI
M+62'S='#2*VSI8D,WG2V$XX`=ICUF@T1]KC:2X:^MKZS39%MY^C+XO(6%CN+
MO@R7]R*_!A(K2>Q&)`L-BV#D(;B5-O'^.OO'!)EV\!BL[XYCN]81\?>LXLO"
M^:ZQO@?_)WG*6,GL(4LZV)1]N+%"7>QVGWK'"R7XLCO<ZXQ,&T%7]KC0&\!O
MAT`C&5T.*Z[WB<9Q!WS7&=&QN1U"\Y;;'*_!SA4K,:W83>8NGRE+5R-#$NNA
M#YW6NSMZTN&U=,:6U-P.UCFQXR3PR46/YK;-Y'3A/.P'7FI%U=(3P;-Z<?%N
M!`=F3SR6%?T0M>.(GHGLH-%29&!!-]K3?2(W;'7E-!'>.<XP/YW%&`YL@^<S
M\/1#(8L;6[W5@T3QL%^\2!T/<+6*&2NW=\GC7&^5<3UN*8*CEI0Z(N8M8Z3L
ML8\]X[-$&*$R'R.(3[[TM?S\P%2]^A>9OO:Q;'SL6P6QWH<(Q?*WG_SNA]\I
MUCR_1:)/?NFKWRT8?W]!QM]^Q<N?+?&_/X/97W^SZY\LU_=_CD-__6=M(">`
M8`%^"(@08\!_!8AH![B`5Y%^$IA(!/B`$5B!5+%[PZ>!&=&`#YAE&>B!),@8
MK'"!VU>"*@@E#IB"*_B"E(&"L`>#-#@9K-""BH<#-;B#C2&#'3>"/!B$>7&"
ML`>$0GB$=P&"0V>$2-B$;T&$'N>$4C@82FAM4WB%UD>`.HB%7(@7-RB"71B&
+>!%K3"B&8A@0`#L_
`
end

</TEXT>
</DOCUMENT>
</SUBMISSION>
