Form of Indenture – Cisco

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CISCO SYSTEMS, INC.

as Issuer

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

Indenture

Dated as of March 16, 2011

TABLE OF CONTENTS


		PAGE
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01.	Definitions		1
Section 1.02.	Compliance Certificates and Opinions		8
Section 1.03.	Form of Documents Delivered to Trustee		9
Section 1.04.	Acts of Holders; Record Dates		9
Section 1.05.	Notices, Etc., to Trustee and Company		10
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.	Severability Clause		12
Section 1.11.	Benefits of Indenture		12
Section 1.12.	Governing Law		12
Section 1.13.	Waiver of Right to Trial by Jury		12

ARTICLE 2
THE NOTES

Section 2.01.	Title and Terms		13
Section 2.02.	Forms of Notes		14
Section 2.03.	Form of Trustee153s Certificate of Authentication		14
Section 2.04.	Denominations		15
Section 2.05.	Execution, Authentication, Delivery and Dating		15
Section 2.06.	Temporary Notes		15
Section 2.07.	Registration of Transfer and Exchange		16
Section 2.08.	Mutilated, Destroyed, Lost and Stolen Notes		17
Section 2.09.	Persons Deemed Owners		18
Section 2.10.	Book-Entry Provisions for Global Notes		18
Section 2.11.	Cancellation and Transfer Provisions		19
Section 2.12.	Euroclear and Clearstream Procedures Applicable		20
Section 2.13.	CUSIP Numbers		20

ARTICLE 3
COVENANTS

Section 3.01.	Payments		20
Section 3.02.	Maintenance of Office or Agency		20
Section 3.03.	Money for Note Payments to be Held in Trust		21
Section 3.04.	Statement by Officers as to Default		22
Section 3.05.	Existence		22


Section 3.06.	Reports and Delivery of Certain Information	23
Section 3.07.	Book-Entry System	23
Section 3.08.	Information for IRS Filings	23
Section 3.09.	Limitation on Liens	23
Section 3.10.	Limitation on Sale and Lease-Back Transactions	24
Section 3.11.	Certain Definitions	25

ARTICLE 4
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 4.01.	Company May Consolidate, Etc., Only on Certain Terms	27
Section 4.02.	Successor Substituted	28

ARTICLE 5
REDEMPTION OF NOTES

Section 5.01.	Optional Redemption of Notes by the Company	28
Section 5.02.	Selection of Notes to be Redeemed	28
Section 5.03.	Notice of Redemption	29
Section 5.04.	Effect of Notice of Redemption	29
Section 5.05.	Deposit of Redemption Price	30
Section 5.06.	Notes Redeemed in Part	30

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01.	Events of Default	30
Section 6.02.	Acceleration of Maturity; Rescission and Annulment	31
Section 6.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	32
Section 6.04.	Trustee May File Proofs of Claim	32
Section 6.05.	Application of Money Collected	33
Section 6.06.	Limitation on Suits	33
Section 6.07.	Unconditional Right of Holders to Receive Payment	34
Section 6.08.	Restoration of Rights and Remedies	34
Section 6.09.	Rights and Remedies Cumulative	34
Section 6.10.	Delay or Omission Not Waiver	34
Section 6.11.	Control by Holders	34
Section 6.12.	Waiver of Past Defaults	35
Section 6.13.	Undertaking for Costs	35
Section 6.14.	Waiver of Stay or Extension Laws	35

ARTICLE 7
TRUSTEE

Section 7.01.	Certain Duties and Responsibilities	36
Section 7.02.	Notice of Defaults	37


Section 7.03.	Certain Rights of Trustee	37
Section 7.04.	Not Responsible for Recitals	38
Section 7.05.	May Hold Notes	39
Section 7.06.	Money Held in Trust	39
Section 7.07.	Compensation and Reimbursement	39
Section 7.08.	Disqualification; Conflicting Interests	40
Section 7.09.	Corporate Trustee Required; Eligibility	40
Section 7.10.	Resignation and Removal; Appointment of Successor.	40
Section 7.11.	Acceptance of Appointment by Successor	42
Section 7.12.	Merger, Conversion, Consolidation or Succession to Business	42
Section 7.13.	Preferential Collection of Claims	43

ARTICLE 8
HOLDERS153 LISTS AND REPORTS BY TRUSTEE

Section 8.01.	Company to Furnish Trustee Names and Addresses of Holders	43
Section 8.02.	Preservation of Information; Communications to Holders	43
Section 8.03.	Reports by Trustee	43
Section 8.04.	Reports by Company	44

ARTICLE 9
DEFEASANCE AND DISCHARGE

Section 9.01.	Defeasance and Discharge of Indenture	44
Section 9.02.	Legal Defeasance	45
Section 9.03.	Covenant Defeasance	47
Section 9.04.	Application by Trustee of Funds Deposited for Payment of Notes	47
Section 9.05.	Repayment of Moneys Held by Paying Agent	47
Section 9.06.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	47

ARTICLE 10
AMENDMENTS

Section 10.01.	Supplemental Indentures Without Consent of Holders	48
Section 10.02.	Supplemental Indentures with Consent of Holders	49
Section 10.03.	Execution of Supplemental Indentures	50
Section 10.04.	Effect of Supplemental Indentures	50
Section 10.05.	Conformity with Trust Indenture Act	51
Section 10.06.	Reference in Notes to Supplemental Indentures	51

EXHIBIT A	Form of Floating Rate Notes due 2014
EXHIBIT B	Form of 1.625% Senior Notes due 2014
EXHIBIT C	Form of 3.150% Senior Notes due 2017

iii

CROSS-REFERENCE TABLE


TIA Section		Indenture Section
310	(a)(1)	7.09
	(a)(2)	7.09
	(a)(3)	N.A.
	(a)(4)	N.A.
	(b)	7.08; 7.10
311	(a)	7.13
	(b)	7.13
312	(a)	8.01(a); 8.02(a)
	(b)	8.02(b)
	(c)	8.02(c)
313	(a)	8.03(a)
	(b)	8.03(a)
	(c)	8.03(a)
	(d)	8.02(b)
314	(a)	8.04
	(b)	N.A.
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	N.A.
	(d)	N.A.
	(e)	1.02
315	(a)	7.01
	(b)	7.02
	(c)	7.01
	(d)	7.01
	(e)	6.14
316	(a)(1)(A)	6.12
	(a)(1)(B)	6.13
	(a)(2)	N.A.
	(b)	6.08
	(c)	1.04(c)
317	(a)(1)	6.03
	(a)(2)	6.04
	(b)	3.03
318	(a)	1.07

N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.

INDENTURE, dated as of March 16, 2011, between Cisco Systems, Inc., a
corporation duly organized and existing under the laws of the State of
California, as Issuer (the “Company“), having its principal
offices at 170 West Tasman Drive, San Jose, California 95134 and The Bank of New
York Mellon Trust Company, N.A., a national banking association duly organized
under the laws of the United States of America, as Trustee (the
“Trustee“).

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of Floating Rate
Notes due 2014 (the “2014 Floating Rate Notes“), 1.625% Senior
Notes due 2014 (the “2014 Fixed Rate Notes“) and 3.150% Senior
Notes due 2017 (the “2017 Fixed Rate Notes” and, together with
the 2014 Floating Rate Notes and the 2014 Fixed Rate Notes, the
“Notes“) 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 Notes, 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 Notes and the Indenture, have been
done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchases of the Notes 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 Notes, 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,” “hereof153 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.

“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 2.10.

“Aggregate Debt” has the meaning specified in Section 3.11.

“Applicable Procedures” means, with respect to any transfer
or exchange of or for beneficial interests in any Global Notes, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

“Attributable Liens” has the meaning specified in
Section 3.11.

“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 Lease” has the meaning specified in Section 3.11.

“Clearstream” means Clearstream Banking, soci t anonyme,
Luxembourg (formerly Cedel Bank, soci t anonyme), and any successor thereto.

“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.

“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 any two of its
Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
Officer, its President, any Vice President, its Chief Financial Officer, its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

“Comparable Treasury Issue” means the United States Treasury
security selected by a Reference Treasury Dealer as having an actual or
interpolated maturity comparable to the remaining term of the Notes called for
redemption, that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes called for
redemption.

“Comparable Treasury Price” means, with respect to any
Redemption Date, the average, as determined by the Company or such agent as may
be appointed by the Company for this purpose, of the Reference Treasury Dealer
Quotations for that Redemption Date.

“Consolidated Net Worth” has the meaning specified in
Section 3.11.

“Consolidated Subsidiaries” has the meaning specified in
Section 3.11.

“Corporate Trust Office” means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date of this Indenture,
located at 700 South Flower Street, Suite 500, Los Angeles, California 90017,
Attention: Corporate Unit.

“corporation” means a corporation, association, company,
joint-stock company or business trust.

“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.

“Event of Default” has the meaning specified in
Section 6.01.

“Euroclear” means the Euroclear Clearance System and any
successor thereto.

“Exchange Act” means the U.S. Securities Exchange Act of
1934, as amended.

“GAAP” means generally accepted accounting principles set
forth in the opinions and pronouncements of the Public Company Accounting
Oversight Board (United States) 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, which are in effect as of the date of determination.

“Global Note” means a Note in global form registered in the
Note Register in the name of a Depositary or a nominee thereof.

“Governmental Obligations” means securities that are
(i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America that, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided however, that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

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

“Indebtedness” has the meaning specified in Section 3.11.

“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.

“Issue Date” means the date the Notes are originally issued
as set forth on the face of the Note under this Indenture.

“Lien” has the meaning specified in Section 3.11.

“Maturity“, when used with respect to any Note, means the
date on which the principal or Redemption Price of such Note becomes due and
payable as therein or herein provided, whether at the Stated Maturity or on a
Redemption Date, or by declaration of acceleration or otherwise.

“Note” or “Notes” has the meaning specified
in the first paragraph of the Recitals of the Company.

“Note Register” and “Note Registrar” have
the respective meanings specified in Section 2.07.

“Notice of Default” has the meaning specified in
Section 6.01.

“Officers153 Certificate” means a certificate signed on behalf
of the Company by any two of its the Chairman of the Board, its Vice Chairman of
the Board, its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer, its Treasurer, any Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee. One of the officers
signing an Officers153 Certificate given pursuant to Section 3.04 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 Notes, means, as of
the date of determination, all Notes theretofore authenticated and delivered
under this Indenture, except:

(i) Notes theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation;

(ii) Notes, or portions thereof, for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Notes; provided that if such Notes are to be redeemed prior to
the maturity thereof, notice of such redemption shall have been given to the
Holders as herein provided, or provision satisfactory to a Responsible Officer
of the Trustee shall have been made for giving such notice; and

(iii) Notes that have been paid or in exchange for or in lieu of which other
Notes have been authenticated and delivered pursuant to this Indenture;

provided, however, that, in determining whether the Holders of the
requisite Principal Amount of the Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Company or any other obligor upon the Notes 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 Notes which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Notes 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 pledgee153s right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes.

“Paying Agent” means any Person (including the Company)
authorized by the Company to pay the principal or Redemption Price of any Note
on behalf of the Company. The Trustee shall initially be the Paying Agent.

“Permitted Liens” has the meaning specified in Section 3.11.

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

“Physical Notes” means permanent certificated Notes in
registered form issued in denomination of $2,000 Principal Amount and any
integral multiple of $1,000 above that amount.

“Principal Amount” of a Note means the Principal Amount as
set forth on the face of the Note.

“Principal Property” has the meaning specified in
Section 3.11.

“Record Date” has the respective meanings specified in the
Notes attached hereto as Exhibit A, Exhibit B and Exhibit
C.

“Redemption Date” shall mean the date specified for
redemption of the Notes in accordance with the terms of the Notes and
Section 5.01.

“Redemption Price” has the meaning specified in
Section 5.01.

“Reference Treasury Dealer” means (i) each of Goldman,
Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and their respective successors;
provided that if any of the foregoing cease to be a primary U.S.
Government securities dealer, the Company shall substitute another nationally
recognized investment banking firm that is a primary

U.S. Government securities dealer, and (ii) any other primary U.S. Government
securities dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, on any
Redemption Date, the average, as determined by the Company or such agent as may
be appointed by the Company for this purpose, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by each Reference Treasury
Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
that Redemption Date.

“Remaining Scheduled Payments” means the remaining scheduled
payments of principal of and interest on the Notes that would be due after the
related Redemption Date but for that redemption. If that Redemption Date is not
an interest payment date, the amount of the next succeeding scheduled interest
payment on the Notes will be reduced by the amount of interest accrued on the
Notes to such Redemption Date.

“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 officer153s knowledge and familiarity with the particular subject.

“Securities Act” means the U.S. Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

“Senior Officer” has the meaning specified in Section 3.11.

“Stated Maturity,” when used with respect to any Note, means
the date specified in such Note as the fixed date on which an amount equal to
the principal amount of such Note together with accrued and unpaid interest is
due and payable.

“Stockholders153 Equity” has the meaning specified in
Section 3.11.

“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 4.01.

“Treasury Rate” means, with respect to any Redemption Date
for the Notes, the rate per annum equal to the semi-annual equivalent yield to
maturity (computed as of the third Business Day immediately preceding that
Redemption Date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.

“Trust Indenture Act” means the Trust Indenture Act of 1939
as in effect on the date as of which this Indenture 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 Trustee shall be entitled to receive
upon request an Opinion of Counsel and Officers153 Certificate to the effect that
all conditions precedent, if any, in the Indenture to such action have been
complied with. Each such certificate or opinion shall be given in the form of an
Officers153 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.

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 an “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 1.04.

(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 8.01)
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 Notes shall be proved by the Note Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Note shall bind every future Holder of the same
Note and the Holder of every Note 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 Note.

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: The Bank of New York Mellon Trust Company, N.A., 700 South Flower
Street, Suite 500, Los Angeles, California 90017, Attention: Corporate Unit 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: Treasurer.

Notice to the Trustee shall be effective only upon actual receipt by the
Trustee.

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 event,
at such Holder153s address as it appears in the Note 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.

Whenever under this Indenture the Trustee is required to provide any notice
by mail, in all cases the Trustee may alternatively provide notice by overnight
courier or by telefacsimile, with confirmation of transmission.

So long as the Notes are registered in the name of the Depository Trust
Company, any notices to be provided to the Holders may be provided by electronic
means in accordance with the Depository Trust Company153s operational procedures.

The Trustee agrees to accept and act upon instructions or directions pursuant
to this Indenture sent by unsecured e-mail, facsimile transmission or other
similar unsecured electronic methods; provided, however, that (a) the party
providing such written instructions, subsequent to such transmission of written
instructions, shall provide the originally executed instructions or directions
to the Trustee in a timely manner, and (b) such originally executed instructions
or directions shall be signed by an authorized representative of the party
providing such instructions or directions. If the party elects to give the
Trustee e-mail (pdf) or facsimile instructions (or instructions by a similar
electronic method) and the Trustee in its discretion elects to act upon such
instructions, the Trustee153s understanding of such instructions shall be deemed
controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee153s reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The party providing
electronic instructions agrees to assume all risks arising out of the use of
such electronic methods to submit instructions

and directions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized instructions, and the risk or interception and
misuse by third parties.

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 hereunder 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, and all
Article and Section references are to Articles and Sections, respectively, of
this Indenture unless otherwise expressly stated.

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. Severability Clause. In case any
provision in this Indenture or in the Notes 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 Notes, express or implied, shall give to any Person,
other than the parties hereto and their respective successors hereunder and the
Holders of Notes, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

Section 1.12. Governing Law. This Indenture and the
Notes shall be governed by and construed in accordance with the laws of the
State of New York.

Section 1.13. Waiver of Right to Trial by Jury.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.

ARTICLE 2

THE NOTES

Section 2.01. Title and Terms. The aggregate
Principal Amount of Notes that may be authenticated and delivered under this
Indenture is initially limited to $4,000,000,000 (consisting of $1,250,000,000
aggregate Principal Amount of 2014 Floating Rate Notes, $2,000,000,000 aggregate
Principal Amount of 2014 Fixed Rate Notes and $750,000,000 aggregate Principal
Amount of 2017 Fixed Rate Notes), except for Notes authenticated and delivered
upon registration or transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 2.06, 2.07, 2.08, 5.06 and 10.06. The Notes may be reopened,
without the consent of the Holders thereof, for increases in the aggregate
principal amount of the Notes and issuance of additional Notes; provided that if
such additional Notes are not fungible with the initially issued Notes of the
applicable series for U.S. federal income tax purposes such additional Notes
will have a separate CUSIP number. Any additional Notes shall be consolidated
and form a single series with, and shall have the same terms as to status,
redemption or otherwise as the Notes then outstanding, except for issue date,
issue price and, if applicable, first interest payment date or CUSIP number. No
additional Notes may be issued if an Event of Default under the Indenture has
occurred and is continuing with respect to the Notes.

The 2014 Floating Rate Notes shall be designated as “Floating Rate Notes due
2014”, the 2014 Fixed Rate Notes shall be designated as “1.625% Senior Notes due
2014” and the 2017 Fixed Rate Notes shall be designated as “3.150% Senior Notes
due 2017.” The 2014 Floating Rate Notes, the 2014 Fixed Rate Notes and the 2017
Fixed Rate Notes shall each represent a separate series of Notes.

The Notes of each series shall rank equally and pari passu with the
Notes of each other series and with all other unsecured and unsubordinated debt
of the Company.

The Principal Amount and accrued interest on the Notes 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 that, except in the case of a Global Note, the
Company will pay interest (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note Register or (ii) by
wire transfer in immediately available funds to a Holder with an aggregate
Principal Amount of Notes of any series in excess of $2.0 million, to the place
and account designated in writing at least 15 days prior to the interest payment
date by the Person entitled thereto as specified in the Note Register.

If the Stated Maturity or Redemption Date for any Note falls on a day that is
not a Business Day, the payment of principal and interest will be made on the
next succeeding Business Day, and no interest on such payment shall accrue for

the period from and after the Stated Maturity or Redemption Date, as the case
may be. If an interest payment date for the 2014 Fixed Rate Notes or the 2017
Fixed Rate Notes falls on a day that is not a Business Day, the interest payment
shall be made on the next succeeding Business Day, and no interest on such
payment shall accrue for the period from and after such interest payment date.
If an interest payment date for the 2014 Floating Rate Notes falls on a day that
is not a Business Day, the interest payment date shall be postponed to the next
succeeding Business Day unless such next succeeding Business Day would be in the
following month, in which case, the interest payment date shall be the
immediately preceding Business Day. Interest on the Notes will be paid to but
excluding the relevant interest payment date.

The Notes shall not have the benefit of a sinking fund.

Section 2.02. Forms of Notes. The 2014 Floating
Rate Notes shall be substantially in the form set forth in Exhibit A
hereto, the 2014 Fixed Rate Notes shall be substantially in the form set forth
in Exhibit B hereto and the 2017 Fixed Rate Notes shall be substantially
in the form set forth in Exhibit C hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and with 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 the regulations
thereunder, or as may, consistently herewith, be determined by the officers
executing such Notes, as evidenced by their execution thereof.

The terms and provisions contained in the forms of Notes attached hereto as
Exhibit A, Exhibit B and Exhibit C shall constitute, and
are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

The Notes shall initially be issued in the form of permanent Global Notes in
registered form. The aggregate Principal Amount of the Global Notes 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 2.03. Form of Trustee153s Certificate of
Authentication. This is one of the Notes referred to in the
within-mentioned Indenture.

Section 2.04. Denominations. The Notes shall be
issuable only in registered form without coupons and in denominations of $2,000
and any integral multiple of $1,000 in excess thereof.

Section 2.05. Execution, Authentication, Delivery and
Dating. The Notes shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer,
its President, its Treasurer or one of its Vice Presidents.

Notes 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 Notes or did not hold
such offices at the date of such Notes.

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Notes executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Notes. The Company Order shall specify the amount of Notes to
be authenticated, and shall further specify the amount of such Notes to be
issued as a Global Note or as Physical Notes. The Trustee in accordance with
such Company Order shall authenticate and deliver such Notes as in this
Indenture provided and not otherwise.

Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

Section 2.06. Temporary Notes. Pending the
preparation of definitive Notes, the Company may execute, and upon Company Order
the Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and

other variations as the officers executing such Notes may determine, as
evidenced by their execution of such Notes.

If temporary Notes are issued, the Company will cause definitive Notes to be
prepared without unreasonable delay. After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender of
the temporary Notes at any office or agency of the Company designated pursuant
to Section 3.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like Principal Amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits under this
Indenture as definitive Notes.

Section 2.07. Registration of Transfer and Exchange.
(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 pursuant to Section 3.02 being herein sometimes
collectively referred to as the “Note Register“) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Notes and of transfers of Notes. The Trustee is
hereby appointed “Note Registrar” (the “Note Registrar“) for
the purpose of registering Notes and transfers of Notes as herein provided.

Upon surrender for registration of transfer of any Note at an office or
agency of the Company designated pursuant to Section 3.02 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 Notes of any
authorized denominations and of a like aggregate Principal Amount and tenor.

At the option of the Holder and subject to the other provisions of this
Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes
of any authorized denominations and of a like aggregate Principal Amount and
tenor, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Notes which the Holder
making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Notes surrendered upon such
registration of transfer or exchange.

Every Note 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 Note Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange
of Notes, 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 Notes, other than exchanges pursuant to
Section 2.06 not involving any transfer.

If the Company elects to redeem a series of Notes, it shall not be required
to (i) issue, register the transfer of or exchange any Note of such series
during the period beginning at the opening of business 15 days before the day
the Company mails the notice of redemption for such series of Notes and ending
at the close of business on the day such notice of redemption is mailed or
(ii) register the transfer or exchange of any Note of such series after a notice
of redemption has been given to Holders except, where such notice provides that
such Note is to be redeemed only in part, the Company shall be required to
exchange or register a transfer of the portion thereof not to be redeemed.

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 relating to any transfers
or exchanges other than as specifically required hereunder.

The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Depositary participants or beneficial
owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

Neither the Trustee nor any of its agents shall have any responsibility for
any actions taken or not taken by the Depositary.

As used in this Section, the term “transfer” encompasses any
sale, pledge, transfer or other disposition of any Note.

Section 2.08. Mutilated, Destroyed, Lost and Stolen
Notes. If any mutilated Note is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Note 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 Note 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 Note 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 Note, a new Note of like tenor and Principal
Amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable or has been called for redemption in full, the
Company in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 2.08, the Company may
require payment by the Holder 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 Note issued pursuant to this Section 2.08 in lieu of any destroyed,
lost or stolen Note shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Note
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
Note 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 Notes.

Section 2.09. Persons Deemed Owners. Prior to due
presentment of a Note 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
is registered as the owner of such for the purpose of receiving payment of the
principal of such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

Section 2.10. Book-Entry Provisions for Global Notes.
(a) The Global Notes initially shall (i) be registered in the name of the
Depositary or the nominee of such Depositary and (ii) be delivered to the
Trustee as custodian for the Depositary.

Members of, or participants in, the Depositary, Euroclear or Clearstream
(“Agent Members“) shall have no rights under this Indenture
with respect to any Global Note held on their behalf by the Depositary, or the
Trustee as its custodian, or under the Global Note, 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 Note 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 Notes shall be limited to transfers in whole, but
not in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in a Global Note may be transferred or exchanged,
in whole or in part, for Physical Notes in accordance with the rules and
procedures of the Depositary and the provisions of Section 2.11. In addition,
Physical Notes shall be transferred to all beneficial owners in exchange for
their

beneficial interests in the Global Notes if (A) such Depositary has notified
the Company (or the Company becomes aware) that the Depositary (i) is unwilling
or unable to continue as Depositary for such Global Note 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 either such case,
no successor Depositary shall have been appointed within 90 days of such
notification or of the Company becoming aware of such event; or (B) there shall
have occurred and be continuing an Event of Default with respect to such Global
Note and the Outstanding Notes shall have become due and payable pursuant to
Section 6.02 and the Trustee requests that Physical Notes be issued.

Investors may hold their interests in the Global Notes directly through
Euroclear or Clearstream, if they are Agent Members in such systems, or
indirectly through organizations that are Agent Members in such systems. If
interests in the Global Notes are held through Euroclear or Clearstream,
Euroclear and Clearstream shall hold such interests in the Global Notes through
the Depositary on behalf of their Agent Members.

(c) In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Note to beneficial owners pursuant to
paragraph (b) above, the Note Registrar shall (if one or more Physical Notes are
to be issued) reflect on its books and records the date and a decrease in the
Principal Amount of the Global Note in an amount equal to the Principal Amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Notes of like tenor and amount.

(d) In connection with the transfer of the entire Global Note to beneficial
owners pursuant to paragraph (b) above, the Global Note 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 Note, an
equal aggregate Principal Amount of Physical Notes of authorized denominations
and the same tenor.

(e) The Holder of the Global Notes 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 Notes.

Section 2.11. Cancellation and Transfer Provisions.
The Company at any time may deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and may deliver to the Trustee for
cancellation any Notes previously authenticated hereunder which the Company has
not issued and sold. The Trustee shall cancel and dispose of all Notes
surrendered for registration of transfer, exchange, payment, redemption or
cancellation in accordance with its

customary practices. If the Company shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are delivered
to the Trustee for cancellation. The Company may not issue new Notes to replace
Notes it has paid in full or delivered to the Trustee for cancellation.

Section 2.12. Euroclear and Clearstream Procedures
Applicable. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General
Terms and Conditions” and “Customer Handbook” of Clearstream shall be applicable
to transfers of beneficial interests in any Global Note held by Agent Members
through Euroclear and Clearstream.

Section 2.13. CUSIP Numbers. In issuing the Notes,
the Company may use “CUSIP” numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee of any change in the “CUSIP” numbers.

ARTICLE 3

COVENANTS

Section 3.01. Payments. The Company shall
duly and punctually make all payments in respect of the Notes in accordance with
the terms of the Notes and this Indenture.

Any payments made or due pursuant to this Indenture shall be considered paid
on the applicable date due if by 11:00 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 and interest on the
Notes 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 3.02. Maintenance of Office or Agency. The
Company shall maintain in the Borough of Manhattan, The City of New York, an
office or agency where Notes may be presented or surrendered for payment, where
Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served, which shall initially be a corporate trust office of
the Trustee, located at 101 Barclay Street, New York, New York 10286, Attention:
Corporate Trust Administration. 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. All notices
to the Trustee shall be delivered to the Trustee at its Corporate Trust Office
in Los Angeles, California.

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 Notes 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 3.03. Money for Note 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 Notes,
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 Notes, 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.

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 3.03, 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 Notes) in the making of
any payment in respect of the Notes, 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 Note 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 Note 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. In the absence of a written request from the Company to
return funds remaining unclaimed for two years after such payment has become due
to the Company, the Trustee shall from time to time deliver all unclaimed
payments to or as directed by applicable escheat authorities, as determined by
the Trustee in its sole discretion, in accordance with the customary practices
and procedures of the Trustee. Any such unclaimed funds held by the Trustee
pursuant to this Section 3.03 shall be held uninvested and without any liability
for interest.

Section 3.04. Statement by Officers as to Default.
The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers153
Certificate which shall comply with the provisions of Section 314 of the Trust
Indenture Act, stating whether or not to the knowledge of the signers thereof
any 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) occurred during the previous fiscal
year, 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 30 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 Officers153 Certificate setting forth the
details of such Event of Default or default and the action which the Company is
taking or proposes to take with respect thereto.

Section 3.05. Existence. Subject to Article 4, 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.

Section 3.06. Reports and Delivery of Certain
Information. To the extent required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company shall furnish to
the Trustee within 15 days after the same is filed with the Commission (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
“Management153s Discussion and Analysis of Financial Condition and Results of
Operations” section and, with respect to the annual information only, a report
thereon by the Company153s 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 3.06. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee153s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company153s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers153 Certificates).

Section 3.07. Book-Entry System. If the Notes cease
to trade in the Depositary153s 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 Notes.

Section 3.08. 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 3.09. Limitation on Liens. (a) Neither the
Company nor any of its wholly-owned subsidiaries will create or incur any Lien
on any Principal Property, whether now owned or hereafter acquired, in order to
secure Indebtedness, without effectively providing that the Notes shall be
equally and ratably secured until such time as such Indebtedness is no longer
secured by such Lien, except:

(i) Liens existing as of the date hereof;

(ii) Liens granted after the date hereof created in favor of the holders of
the Notes;

(iii) Liens securing Indebtedness which are incurred to extend, renew or
refinance Indebtedness which is secured by Liens permitted to be incurred under
this Section 3.09;

(iv) Liens created in substitution of or as replacements for any Lien
permitted by clause (i), (ii) or (iii) of this Section 3.09(a);
provided that based on a good faith determination of one of the
Company153s Senior Officers, the Principal Property encumbered under any such
substitute or replacement Lien is substantially similar in nature to the
Principal Property encumbered by the otherwise permitted Lien which is being
replaced; and

(v) Permitted Liens.

(b) Notwithstanding Section 3.09(a), the Company may, without equally and
ratably securing the Notes, create or incur Liens which would otherwise be
subject to the restrictions set forth in Section 3.09(a) if, after giving effect
thereto, Aggregate Debt does not exceed the greater of (i) 15% of Consolidated
Net Worth calculated as of the date of the creation or incurrence of the Lien or
(ii) 15% of Consolidated Net Worth calculated as of the date of the issuance of
the Notes.

Section 3.10. Limitation on Sale and Lease-Back
Transactions. (a) Neither the Company nor any of its wholly-owned
subsidiaries will enter into any sale and lease-back transaction for the sale
and leasing back of any Principal Property, whether now owned or hereafter
acquired, unless:

(i) such transaction was entered into prior to the date hereof;

(ii) such transaction was for the sale and leasing back to the Company of any
Principal Property by one of its Subsidiaries;

(iii) such transaction involves a lease for not more than three years (or
which may be terminated by the Company within a period of not more than three
years);

(iv) the Company would be entitled to incur Indebtedness secured by a
mortgage on the property to be leased in an amount equal to the Attributable
Liens with respect to such sale and lease-back transaction without equally and
ratably securing the Notes pursuant to Section 3.09(a); or

(v) the Company applies an amount equal to the net proceeds from the sale of
the Principal Property to the purchase of another Principal Property or to the
retirement of long-term Indebtedness within 365 days before or after the
effective date of any such sale and lease-back transaction; provided
that in lieu of applying such amount to such

retirement, the Company may deliver debt securities to the Trustee for
cancellation, such debt securities to be credited at the cost thereof to the
Company.

(b) Notwithstanding Section 3.10(a), the Company and its wholly-owned
subsidiaries may enter into any sale lease-back transaction which would
otherwise be subject to the foregoing restrictions if after giving effect
thereto and at the time of determination, Aggregate Debt does not exceed the
greater of (i) 15% of Consolidated Net Worth calculated as of the closing date
of the sale-leaseback transaction or (ii) 15% of Consolidated Net Worth
calculated as of the date hereof;

Section 3.11. Certain Definitions. As used in
Sections 3.09 and 3.10, the following terms have the meanings set forth below.

“Aggregate Debt” means the sum of the following as of the
date of determination: (i) the aggregate principal amount of Indebtedness of the
Company and its Consolidated Subsidiaries incurred after the date hereof and
secured by Liens not permitted under Section 3.09(a) and (ii) Attributable Liens
of the Company and its Consolidated Subsidiaries in respect of sale and
lease-back transactions entered into after the date hereof pursuant to
Section 3.10(b).

“Attributable Liens” means, in connection with a sale and
lease-back transaction, the lesser of: (i) the fair market value of the assets
subject to such transaction, as determined in good faith by the Company153s Board
of Directors; and (2) the present value (discounted at a rate of 10% per annum
compounded monthly) of the obligations of the lessee for rental payments during
the shorter of the term of the related lease or the period through the first
date on which the Company may terminate the lease.

“Capital Lease” means any Indebtedness represented by a
lease obligation of a Person incurred with respect to real property or equipment
acquired or leased by such Person and used in its business that is required to
be recorded as a capital lease in accordance with GAAP.

“Consolidated Net Worth” means, as of any date of
determination, the Stockholders153 Equity of the Company and its Consolidated
Subsidiaries on that date.

“Consolidated Subsidiaries” means, as of any date of
determination and with respect to any Person, any subsidiary of that Person
whose financial data is, in accordance with GAAP, reflected in that Person153s
consolidated financial statements.

“Indebtedness” of any specified Person means any
indebtedness in respect of borrowed money.

“Lien” means any lien, security interest, charge or
encumbrance of any kind (including any conditional sale or other title retention
agreement, any lease in the nature thereof, and any agreement to give any
security interest).

“Permitted Liens” means:

(a) Liens existing on the date hereof;

(b) Liens on any assets, created solely to secure obligations incurred to
finance the refurbishment, improvement or construction of such asset, which
obligations are incurred no later than 12 months after completion of such
refurbishment, improvement or construction, and all renewals, extensions,
refinancings, replacements or refundings of such obligations;

(c)(i) Liens given to secure the payment of the purchase price incurred in
connection with the acquisition (including acquisition through merger or
consolidation) of any Principal Property, including Capital Lease transactions
in connection with any such acquisition, and (ii) Liens existing on any
Principal Property at the time of acquisition thereof or at the time of
acquisition by the Company of any Person then owning such property whether or
not such existing Liens were given to secure the payment of the purchase price
of the property to which they attach; provided that with respect to
clause (i), the Liens shall be given within 12 months after such acquisition and
shall attach solely to the Principal Property acquired or purchased and any
improvements then or thereafter placed thereon and any proceeds thereof;

(d) pre-existing Liens on assets acquired after the date hereof;

(e) Liens in favor of the Company or one of its wholly-owned subsidiaries;

(f) purchase money Liens or purchase money security interests upon or in any
Principal Property acquired or held by the Company in the ordinary course of
business to secure the purchase price of such Principal Property or to secure
indebtedness incurred solely for the purpose of financing the acquisition of
such Principal Property;

(g) Liens on any Principal Property in favor of the United States of America
or any State thereof or any political subdivision thereof to secure progress or
other payments or to secure Indebtedness incurred for the purpose of financing
the cost of acquiring, constructing or improving such Principal Property;

(h) Liens incurred in connection with an acquisition of assets or a project
financed on a non-recourse basis; and

(i) any extension, renewal, substitution or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Lien referred
to in the clauses (a) to (h), inclusive.

“Principal Property” means the Company153s principal offices
in San Jose, California, and each research and development facility (including
associated office facilities) located within the territorial limits of the
States of the United States of America owned by the Company or any of its
wholly-owned subsidiaries, except such as the Board of Directors by resolution
determines in good faith (taking into account, among other things, the
importance of such Principal Property to the business, financial condition and
earnings of the Company and its Consolidated Subsidiaries taken as a whole) not
to be of material importance to the business of the Company and its Consolidated
Subsidiaries taken as a whole.

“Senior Officer” of any specified Person means the chief
executive officer, any president, any vice president, the chief financial
officer, the treasurer, any assistant treasurer, the secretary or any assistant
secretary.

“Stockholders153 Equity” means, as of any date of
determination, stockholders153 equity as reflected on the most recent consolidated
balance sheet available to the Company prepared in accordance with GAAP.

ARTICLE 4

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 4.01. Company May Consolidate, Etc., Only on
Certain Terms. The Company shall not consolidate with or merge with or into
any other Person or convey, transfer or lease all or substantially all of its
properties and assets to any Person, and the Company shall not permit any Person
to consolidate with or merge with or into the Company or convey, transfer or
lease all or substantially all of its properties and assets to the Company,
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 into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, all or substantially all of the properties and assets of the
Company (the “Surviving Entity“), (A) shall be organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and (B) 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 Notes 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
Officers153 Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article 3 and Article 4, respectively.

Section 4.02. Successor Substituted. Upon any
consolidation 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 4.01, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Notes.

ARTICLE 5

REDEMPTION OF NOTES

Section 5.01. Optional Redemption of Notes by the
Company. The Notes will not be redeemable at the option of any Holder
thereof, upon the occurrence of any particular event or otherwise. The 2014
Fixed Rate Notes and 2017 Fixed Rate Notes will each be redeemable, in whole or
in part, at the option of the Company, at any time or from time to time, at a
Redemption Price equal to the greater of (a) 100% of the principal amount of the
Notes to be redeemed and (b) the sum of the present values of the Remaining
Scheduled Payments on such series of Notes discounted to the Redemption Date, on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at a rate equal to the sum of the applicable Treasury Rate plus 10 basis points
in the case of the 2014 Fixed Rate Notes and 15 basis points in the case of the
2017 Fixed Rate Notes (in each such case, the “Redemption
Price“). The Redemption Price will be provided to the Trustee by the
Company.

The Company shall give notice to the Trustee of its election to redeem Notes
of any series by a Company Order, at least 30 days but not more than 60 days
before the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee).

Section 5.02. Selection of Notes to be Redeemed.
If less than all the 2014 Fixed Rate Notes or the 2017 Fixed Rate Notes are
to be redeemed, the Depositary shall select the Notes of such series to be
redeemed in accordance with its operational arrangements. If the Notes of such
series are not Global Notes held by the Depositary, the Notes of such series to
be redeemed shall be selected by the Trustee by such methods as the Trustee
deems fair and appropriate;

provided, however, that Notes and portions of them the Trustee
selects shall be in denominations of $2,000 or integral multiples of $1,000 in
excess thereof. The Trustee shall make the selection within 7 days from its
receipt of the notice from the Company delivered pursuant to the second
paragraph of Section 5.01 from Outstanding Notes not previously called for
redemption.

Provisions of this Indenture that apply to Notes called for redemption in
whole also apply to Notes called for redemption in part. The Trustee shall
notify the Company promptly of the Notes or portions of Notes to be redeemed.

Section 5.03. 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
Notes to be redeemed.

The notice shall identify the Notes to be redeemed and shall state:

(i) the aggregate principal amount of Notes to be redeemed;

(ii) the Redemption Date;

(iii) the amount of interest accrued to the Redemption Date on the Notes to
be redeemed;

(iv) that on and after the Redemption Date, interest on the Notes to be
redeemed, or on the portion thereof to be redeemed, will cease to accrue;

(v) the name and address of the Paying Agent;

(vi) that Notes called for redemption must be surrendered to the Paying Agent
for cancellation to collect the Redemption Price;

(vii) if fewer than all the outstanding Notes are to be redeemed, the
certificate number (if such Notes are held other than in global form) and
Principal Amounts of the particular Notes to be redeemed; and

(viii) the CUSIP number of the Notes being redeemed.

At the Company153s written request delivered at least 30 days prior to the date
such notice is to be given (unless a shorter time period shall be acceptable to
the Trustee), the Trustee shall give the notice of redemption in the Company153s
name and at the Company153s expense.

Section 5.04. Effect of Notice of Redemption. Once
notice of redemption is given, Notes called for redemption become due and
payable on the Redemption Date and at the Redemption Price stated in the notice.
Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption
Price stated in the

notice. Unless the Company defaults on the payment of the Redemption Price,
interest will cease to accrue on the Notes or portions thereof called for
redemption.

Section 5.05. Deposit of Redemption Price. Prior to
11:00 a.m. (New York City time) on a Redemption Date, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of
either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price of all Notes to be redeemed on that date
other than Notes or portions of Notes called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation.

Section 5.06. Notes Redeemed in Part. Upon
surrender of a Note that is redeemed in part, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder a new Note in an authorized
denomination equal in principal amount to the unredeemed portion of the Note
surrendered.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. 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 any payment of interest on any Note when the same becomes due
and payable, and such default continues for a period of 30 days;

(b) default in the payment of the Principal Amount or the Redemption Price on
any Note when the same becomes due and payable;

(c) default in the performance of any covenant, agreement or condition of the
Company in this Indenture or the applicable series of Notes (other than a
default specified in paragraph (a) or (b)), and such default continues 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 applicable series of
outstanding Notes a written notice specifying such default and requiring it to
be remedied and stating that such notice is a “Notice of
Default” hereunder;

(d) the entry by a court having jurisdiction in the premises of (i) a decree
or order for relief in respect of the Company of a voluntary case or 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

(e) the commencement by the Company 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, or the taking of corporate action by the Company in furtherance
of any such action.

Section 6.02. Acceleration of Maturity; Rescission and
Annulment. (a) If an Event of Default (other than those specified in
6.01(d) and 6.01(e)) 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
applicable series of outstanding Notes may declare the Principal Amount plus
accrued and unpaid interest on the applicable series of outstanding Notes 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 and unpaid interest shall become immediately due and
payable.

Notwithstanding the foregoing, in the case of an Event of Default specified
in Section 6.01(d) or 6.01(e), the Principal Amount plus accrued and unpaid
interest on the applicable series of outstanding Notes 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 provided, the Holders of a majority in aggregate
Principal Amount of the applicable series of outstanding Notes, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

(i) such rescission and annulment will not conflict with any judgment or
decree of a court of competent jurisdiction; and

(ii) all Events of Default, other than the non-payment of the Principal
Amount plus accrued and unpaid interest on the applicable series of Notes which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 6.12.

Section 6.03. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if a default is made in
the payment of the Principal Amount plus accrued and unpaid interest at the
Stated Maturity or in the payment of the Redemption Price in respect of any
Note, the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holders of the applicable series of Notes, the whole amount then due and
payable on such Notes 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.

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 interest on the applicable series of
Notes or to enforce the performance of any provision of the applicable series of
Notes or this Indenture. The Trustee may maintain a proceeding even if the
Trustee does not possess any of the Notes or does not produce any of the Notes
in the proceeding.

Section 6.04. Trustee May File Proofs of Claim. In
case of any judicial proceeding relative to the Company (or any other obligor
upon the Notes), 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 7.07.

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 Notes 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 6.05. Application of Money Collected. Any
money collected by the Trustee pursuant to this Article 6 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 Notes 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 7.07; and

SECOND: To the payment of the amounts then due and unpaid on the applicable
series of Notes for the Principal Amount plus accrued and unpaid interest or the
Redemption Price 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 Notes.

Section 6.06. Limitation on Suits. No Holder of any
Note 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 6.01(a) or 6.01(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
applicable series of outstanding Notes 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 any loss, liability or expense to be incurred in
compliance with such request;

(iv) the Trustee for 60 days after its receipt of such notice, request and
offer of security or indemnity has failed to institute any such proceeding; and

(v) no direction, in the opinion of the Trustee, 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 applicable series of
outstanding Notes;

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 itself 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 6.07. 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 plus accrued and unpaid
interest or the Redemption Price in respect of the applicable series of Notes
held by such Holder, on or after the respective due dates expressed in the Notes
or any Redemption Date, or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected adversely
without the consent of such Holder.

Section 6.08. 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 6.09. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 2.08, 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 shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 6.10. Delay or Omission Not Waiver. No
delay or omission of the Trustee or of any Holder of any Note 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 6 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.

Section 6.11. Control by Holders. Subject to
Section 7.03(e), the Holders of a majority in Principal Amount of the applicable
series of Outstanding Notes shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee with
respect to such series of Notes or exercising any trust or power conferred on
the Trustee by the Holders of such series of Notes; provided that the
Trustee may refuse to follow any direction

that conflicts with any rule of law or with this Indenture or that the
Trustee determines is unduly prejudicial to the rights of any other Holder or
that would involve the trustee in personal liability.

Section 6.12. Waiver of Past Defaults. The Holders
of not less than a majority in Principal Amount of the applicable series of
Outstanding Notes may on behalf of the Holders of all such Notes of that series
waive any past Default hereunder and its consequences, except a Default:

(i) described in Sections 6.01(a) or 6.01(b); or

(ii) in respect of a covenant or provision hereof which under Article 10
cannot be modified or amended without the consent of the Holder of each
outstanding Note 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 6.13. 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 applicable series of Notes, 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 attorney153s 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 6.13 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 applicable series of outstanding Notes, or to any suit instituted by any
Holder for the enforcement of the payment of the Principal Amount on any Note on
or after the Stated Maturity of such Note or the Redemption Price.

Section 6.14. 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.

ARTICLE 7

TRUSTEE

Section 7.01. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).

(b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that

(i) this Subsection shall not be construed to limit the effect of Subsection
(a) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Notes of any
series, relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Notes of such series;
and

(iv) no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers.

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 7.02. Notice of Defaults. The Trustee shall
give the Holders notice of any Default hereunder within 90 days after it has
actual knowledge thereof; provided that (except in the case of any
Default in the payment of Principal Amount or interest, on the applicable series
of Notes or the Redemption Price), the Trustee shall be protected in withholding
such notice if and so long as a trust committee of directors and/or a
Responsible Office of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of such Notes.

Section 7.03. Certain Rights of Trustee. Subject to
the provisions of Section 7.01:

(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, request
and rely upon an Officers153 Certificate;

(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 satisfactory to it in its sole discretion
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 misconduct or 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 Notes 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 received by a
Responsible Officer of the Trustee;

(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, director, officer, employee and other
Person employed to act hereunder;

(k) the Trustee may request that the Company deliver an Officers153 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 Officers153
Certificate may be signed by any person authorized to sign an Officers153
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded; and

(l) the permissive rights of the Trustee to take certain actions under this
Indenture shall not be construed as a duty unless so specified herein.

Section 7.04. Not Responsible for Recitals. The
recitals contained herein and in the Notes, except the Trustee153s certificates of
authentication, shall be taken

as the statements of the Company, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity,
sufficiency or priority of this Indenture or of the Notes. The Trustee shall not
be accountable for the use or application by the Company of Notes or the
proceeds thereof.

Section 7.05. May Hold Notes. The Trustee, any
Paying Agent, any Note Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 7.08 and 7.13, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Paying Agent, Note Registrar
or such other agent.

Section 7.06. 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 7.07. 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 negligence or willful misconduct; and

(iii) to indemnify the Trustee (which for purposes of this Section 7.07(iii)
shall include its officers, directors, employees and agents) 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 negligence or willful misconduct 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

The obligations of the Company under this Section 7.07 shall survive the
resignation or removal of the Trustee and the satisfaction and discharge of this

Indenture. To secure the Company153s payment obligations in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal on the
Notes. 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 Sections
6.01(d) and 6.01(e) 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 U.S. Code, Title 11 or any other
similar foreign, federal or state law for the relief of debtors.

In no event shall the Trustee be liable for any indirect, special, punitive
or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.

In no event shall the Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delays, restricts or prohibits the providing of services contemplated by
this Indenture.

Section 7.08. 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 7.09. 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, or
whose parent banking company 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 7.09, 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 7.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article 7.

Section 7.10. 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 7 shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.11.

(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 majority
in Principal Amount of the Outstanding Notes, 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 Notes.

(d) If at any time:

(i) the Trustee shall fail to comply with Section 7.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Note for at least six months, or

(ii) the Trustee shall cease to be eligible under Section 7.09 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 6.13, any Holder who has been a bona fide
Holder of the applicable series of Notes 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 Notes 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 Note 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.

Section 7.11. 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 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 7.

Section 7.12. 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 by sale or otherwise, shall be the
successor of the Trustee hereunder; provided such corporation shall be
otherwise qualified and eligible under this Article 7, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Notes 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 Notes
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.

Section 7.13. Preferential Collection of Claims.
If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Notes), 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 8

HOLDERS153 LISTS AND REPORTS BY TRUSTEE

Section 8.01. 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 more than 15 days after each Record Date, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders as of such 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;

excluding from any such list names and addresses received by the Trustee in
its capacity as Note Registrar; provided, however, that no such list
need be furnished so long as the Trustee is acting as Note Registrar.

Section 8.02. 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 8.01 and
the names and addresses of Holders received by the Trustee in its capacity as
Note Registrar. The Trustee may destroy any list furnished to it as provided in
Section 8.01 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 Notes, and the corresponding
rights and duties of the Trustee, shall be as provided by the Trust Indenture
Act.

(c) Every Holder of Notes, 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 8.03. Reports by Trustee. (a) 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
November 15 in each calendar year, commencing in November 15, 2011. Each such
report shall be dated as of a date not more than 60 days prior to the date of
transmission.

(b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Notes are listed, with the Commission and with the Company. The Company will
notify the Trustee when the Notes are listed on any stock exchange or of any
delisting thereof.

Section 8.04. 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. 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)(4)
under the Securities Act. Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee153s receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company153s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers153 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 8.04.

ARTICLE 9

DEFEASANCE AND DISCHARGE

Section 9.01. Defeasance and Discharge of Indenture.
The Company may terminate its obligations under the Indenture when:

(a) either

(i) all the Notes of any series that have been authenticated and delivered
have been accepted by the Trustee for cancellation (other than any Notes of such
series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.08); or

(ii) all the Notes of any series that have not been accepted by the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year, and the Company shall have made
irrevocable arrangements satisfactory to the Trustee for

the giving of notice of redemption by such Trustee in the Company153s name and
at the Company153 expense and the Company have irrevocably deposited or caused to
be deposited with the Trustee sufficient funds to pay and discharge the entire
indebtedness on the series of Notes; and

(b) the Company shall have paid or caused to be paid all other sums then due
and payable under the Indenture; and

(c) the Company shall have delivered to the Trustee an Officers153 Certificate
and an Opinion of Counsel each stating that all conditions precedent under the
Indenture relating to the satisfaction and discharge of the indenture have been
complied with.

If the foregoing conditions are met, the Trustee, on demand of the Company
accompanied by an Officers153 Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments prepared by
the Company acknowledging such satisfaction of and discharging the Indenture
with respect to such series except as to:

(i) rights of registration of transfer and exchange of Notes of such series;

(ii) the Company153s right of optional redemption;

(iii) substitution of mutilated, defaced, destroyed, lost or stolen Notes;

(iv) rights of Holders to receive payment of the Principal Amount, interest
or the Redemption Price when due and payable;

(v) the rights, powers, trusts, duties and immunities of the Trustee
hereunder,

(vi) the rights of the Holders of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them; and the rights of the Company to be repaid any money pursuant to Sections
9.05 and 9.06.

Section 9.02. Legal Defeasance. After the 91st day
following the deposit referred to in Section 9.01, the Company will be deemed to
have paid and will be discharged from its obligations in respect of the Notes of
any series and the Indenture, other than its obligations in Article 2 and
Sections 3.01, 3.02, 7.07, 7.10, and as set forth in clauses (i) through (vi) of
Section 9.01(c); provided that the following conditions have been
satisfied:

(a) the Company has irrevocably deposited or caused to be deposited with the
Trustee as trust funds for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to the benefits of
the

holders of the Notes of a series in cash or Governmental Obligations or a
combination thereof (other than moneys repaid by the Trustee or any paying agent
to the Company in accordance with Section 9.06) in each case sufficient without
reinvestment, in the written opinion of a internationally recognized firm of
independent public accountants to pay and discharge, and which shall be applied
by the Trustee to pay and discharge, all of the principal and interest when due
at maturity or on a Redemption Date or if the Company has made irrevocable
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the Company153s name and at the Company153s expense;

(b) the Company has delivered to the Trustee an Opinion of Counsel stating
that, as a result of an IRS ruling or a change in applicable federal income tax
law, the holders of the Notes of that series will not recognize gain or loss for
federal income tax purposes as a result of the deposit, defeasance and discharge
to be effected and will be subject to the same federal income tax as would be
the case if the deposit, defeasance and discharge did not occur;

(c) no Default with respect to the outstanding Notes of that series has
occurred and is continuing at the time of such deposit after giving effect to
the deposit or, in the case of legal defeasance, no default relating to
bankruptcy or insolvency has occurred and is continuing at any time on or before
the 91st day after the date of such deposit, it being understood that this
condition is not deemed satisfied until after the 91st day;

(d) the defeasance will not cause the Trustee to have a conflicting interest
within the meaning of the Trust Indenture Act, assuming all Notes of a series
were in default within the meaning of such Act;

(e) the deposit will not result in a breach or violation of, or constitute a
default under, any other agreement or instrument to which the Company is a party
or by which it is bound;

(f) the defeasance will not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company
Act of 1940, as amended, unless the trust is registered under such Act or exempt
from registration; and

(g) the Company has delivered to the Trustee an Officers153 Certificate and an
Opinion of Counsel, in each case stating that all conditions precedent provided
for herein relating to the defeasance have been complied with;

Prior to the end of the 91-day period, none of the Company153s obligations
under the Indenture will be discharged. Thereafter, the Trustee upon request
will acknowledge in writing the discharge of the Company153s obligations under the
Notes and the Indenture except for the surviving obligations specified above.

Section 9.03. Covenant Defeasance. After the 91st
day following the deposit referred to in Section 9.01, the Company153s obligations
set forth in Sections 3.04, 3.06, 3.09, 3.10, 3.11 and 4.01 will terminate and
Section 6.01(c) will no longer constitute an Event of Default; provided
that the following conditions have been satisfied:

(a) the Company has complied with clauses (a), (c), (d), (e), (f) and (g) of
Section 9.02; and

(b) the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the holders of the Notes of that series will not recognize gain or
loss for U.S. federal income tax purposes as a result of the deposit and
covenant defeasance to be effected and will be subject to the same federal
income tax as would be the case if the deposit and covenant defeasance did not
occur.

Except as specifically stated above, none of the Company153s obligations under
the Indenture will be discharged.

Section 9.04. Application by Trustee of Funds Deposited
for Payment of Notes. Subject to Section 9.06, all moneys deposited with
the Trustee pursuant to Section 9.01 shall be held in trust and applied by it to
the payment, either directly or through any paying agent (including the Company
acting as its own paying agent), to the Holders of the particular Notes of such
series for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest. Such money need not be segregated from
other funds except to the extent required by law.

Section 9.05. Repayment of Moneys Held by Paying Agent.
In connection with the satisfaction and discharge of the Indenture with
respect to Notes of any series, all moneys then held by any paying agent under
the provisions of the Indenture with respect to such series of Notes shall, upon
demand of the Company, be repaid to the Company or paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

Section 9.06. Return of Moneys Held by Trustee and
Paying Agent Unclaimed for Two Years. Any moneys or Governmental
Obligations deposited with or paid to the Trustee or any paying agent for the
payment of the principal of or interest on any Note of any series and not
applied but remaining unclaimed for two years after the date upon which such
principal or interest shall have become due and payable, shall, upon the written
request of the Company and unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee for such series or such paying agent, and the Holder of
the Note of such series shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property laws, thereafter look
only to the Company for any payment

which such Holder may be entitled to collect, and all liability of the
Trustee or any paying agent with respect to such moneys shall thereupon cease.

ARTICLE 10

AMENDMENTS

Section 10.01. 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 enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(i) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants, agreements and obligations of
the Company herein and in the Notes; 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 evidence and provide for a successor Trustee with respect to the
Notes or to add to or change any provision to the extent necessary to appoint a
separate Trustee for a specific series of Notes; or

(iv) 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 rights of the Holders in any material respect; or

(v) to add any additional Events of Default for the benefit of the Holders;
or

(vi) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Notes any property or assets; or

(vii) to supplement any provision of this Indenture to such extent as shall
be necessary to permit or facilitate the defeasance or discharge of the Notes;
provided that such change or modification does not adversely affect the
interests of the Holders of the Notes; or

(viii) to add, change or eliminate any provision of this Indenture applying
to one or more series of Notes; provided that the Company deems such
action necessary or advisable and that such action does not

adversely affect the interests of any Holder of any series of Notes in any
material respect; or

(ix) add, change or eliminate any provision of this Indenture in accordance
with the Trust Indenture Act; provided that such action does not
adversely affect the interests of any Holder of Notes, or

(x) provide for the issuance of additional debt securities of any series
ranking equally with the Notes (other than the payment of interest accruing
prior to the issue date of such further debt securities or except for the first
payment of interest following the issue date of such further debt securities).

Section 10.02. Supplemental Indentures with Consent of
Holders. With the written consent of the Holders of at least a majority in
aggregate Principal Amount of all series of Outstanding Notes under this
Indenture so affected (voting as a single class), 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 Note affected thereby,

(i) reduce the rate of or change the time for payment of interest on the
Notes

(ii) reduce the Principal Amount of, or change the Stated Maturity of, any
Note; or

(iii) reduce the Redemption Price of any Note or amend or modify in any
manner adverse to the Holders of Notes the Company153s obligation to make such
payments, whether through an amendment or waiver of provisions in the covenants,
definitions or otherwise; or

(iv) make any Note payable in money other than that stated in the Note or
other than in accordance with the provisions of this Indenture; or

(v) impair the right of any Holder to receive payment of the Principal Amount
of or interest on a Holder153s Notes on or after the due dates therefor, including
waiving any Default with respect to the payment of principal or interest
thereon, or to institute suit for the enforcement of any payment on or with
respect to such Holder153s Notes; or

(vi) reduce the quorum or voting requirements under this Indenture; or

(vii) change the ranking of the Notes in a manner adverse to the Holders of
the Notes; or

(viii) make any change in the amendment provisions which require each
Holder153s consent or in the waiver provisions; or

(ix) reduce the percentage in Principal Amount of the Outstanding Notes of
any series, 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) or consent provided for in this Indenture; or

(x) modify any of the provisions of this Section 10.02 or Section 6.12,
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 Note affected thereby.

It shall not be necessary for any Act of Holders under this Section 10.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act approves the substance thereof.

Section 10.03. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article 10 or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 7.01) 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
Trustee153s 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 that adversely affects the Trustee153s own rights, duties or immunities
under this Indenture or otherwise.

Section 10.04. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article 10,
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 Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

Section 10.05. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 10.06. Reference in Notes to Supplemental
Indentures. Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 10 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 Notes 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 Notes.

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.


CISCO SYSTEMS, INC.

By:
		Name:
		Title:


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
		Name:
		Title:

[SIGNATURE PAGE TO INDENTURE]

EXHIBIT A

[FORM OF FACE OF 2014 FLOATING RATE NOTE]

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO
TRANSFER OF THIS NOTE 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.

Cisco Systems, Inc.

Floating Rate Notes due 2014


No.		CUSIP NO. 17275RAL6

CISCO SYSTEMS, INC., a California corporation (the
“Company“), which term includes any successor under the
Indenture hereinafter referred to on the reverse hereof, for value received,
promises to pay to CEDE & CO., or its registered assigns, the principal sum
of ($ ) or such other amount as
indicated on the Schedule of Exchange of Notes attached hereto on March 14,
2014.

Interest Payment Dates: March 14, June 14, September 14 and December 14 of
each year, commencing June 14, 2011

Record Dates: the Business Day preceding the interest payment date.

A-1

Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof, which will for all purposes have the same effect as if set
forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


CISCO SYSTEMS, INC.

By:
		Authorized Signatory

A-2

This is one of the Floating Rate Notes due 2014 referred to in the
within-mentioned Indenture.

A-3

[FORM OF REVERSE OF 2014 FLOATING RATE NOTE]

Cisco Systems, Inc.

Floating Rate Notes due 2014

Interest

The Company promises to pay interest on the Principal Amount of this Note at
the rate per annum described below. Cash interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from March 16, 2011, to but excluding the next interest payment date,
except that interest accrued and unpaid at Maturity will be paid to the person
to whom principal is payable at Maturity. The Company will pay interest
quarterly in arrears on each interest payment date, commencing June 14, 2011, to
the person in whose name the Notes are registered at the close of business on
the Business Day preceding the interest payment date. Interest will be computed
on the basis of the actual number of days in an interest period and a 360-day
year.

The Notes will bear interest for each interest period at a rate determined by
the calculation agent. The calculation agent for this purpose is The Bank of New
York Mellon Trust Company, N.A. until such time as the Company appoints a
successor calculation agent. The interest rate on the Notes for a particular
interest period will be a per annum rate equal to three-month LIBOR as
determined on the interest determination date plus 0.25%. The interest
determination date for an interest period will be the second London business day
preceding the first day of such interest period. Promptly upon determination,
the calculation agent will inform the Trustee and the Company of the interest
rate for the next interest period. Absent manifest error, the determination of
the interest rate by the calculation agent shall be binding and conclusive on
the Holders, the Trustee and the Company.

A London business day is a day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market.

On any interest determination date, LIBOR will be equal to the offered rate
for deposits in U.S. dollars having an index maturity of three months, in
amounts of at least $1,000,000, as such rate appears on “Telerate Page 3750” at
approximately 11:00 a.m., London time, on such interest determination date. If
on an interest determination date, such rate does not appear on the “Telerate
Page 3750” as of 11:00 a.m., London time, or if the “Telerate Page 3750” is not
available on such date, the calculation agent will obtain such rate from
Bloomberg L.P. page “BBAM.”

If no offered rate appears on “Telerate Page 3750” or Bloomberg L.P. page
“BBAM” on an interest determination date at approximately 11:00 a.m., London
time, then the calculation agent (after consultation with the Company)

A-4

will select four major banks in the London interbank market and shall request
each of their principal London offices to provide a quotation of the rate at
which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are
offered by it to prime banks in the London interbank market, on that date and at
that time, that is representative of single transactions at that time. If at
least two quotations are provided, LIBOR will be the arithmetic average of the
quotations provided. Otherwise, the calculation agent will select three major
banks in New York City and shall request each of them to provide a quotation of
the rate offered by them at approximately 11:00 a.m., New York City time, on the
interest determination date for loans in U.S. dollars to leading European banks
having an index maturity of three months for the applicable interest period in
an amount of at least $1,000,000 that is representative of single transactions
at that time. If three quotations are provided, LIBOR will be the arithmetic
average of the quotations provided. Otherwise, the rate of LIBOR for the next
interest period will be set equal to the rate of LIBOR for the then current
interest period.

Upon request from any Holder, the calculation agent will provide the interest
rate in effect on the Notes for the current interest period and, if it has been
determined, the interest rate to be in effect for the next interest period.

Dollar amounts resulting from such calculation will be rounded to the nearest
cent, with one-half cent being rounded upward.

Interest on the Notes will accrue from March 16, 2011, or from the most
recent interest payment date to which interest has been paid or provided for;
provided that if an interest payment date for the Notes falls on a day
that is not a Business Day, the interest payment date shall be postponed to the
next succeeding Business Day unless such next succeeding Business Day would be
in the following month, in which case, the interest payment date shall be the
immediately preceding Business Day. Interest on the Notes will be paid to but
excluding the relevant interest payment date.

Paying Agent

Initially, The Bank of New York Mellon Trust Company, N.A. (the
“Trustee“) will act as paying agent. The Company may change any
paying agent without notice to the Holders.

Indenture; Defined Terms

This Note is one of the Floating Rate Notes due 2014 (the
“Notes“) issued under an Indenture, dated as of March 16, 2011,
between the Company and the Trustee (the “Indenture“).

A-5

Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “Trust Indenture
Act“), as in effect on the date of the Indenture until such time as the
Indenture is qualified under the Trust Indenture Act, and thereafter as in
effect on the date on which the Indenture is qualified under the Trust Indenture
Act. Notwithstanding anything to the contrary herein, the Notes are subject to
all such terms, and holders of Notes are referred to the Indenture and the Trust
Indenture Act for a statement of them. To the extent the terms of the Indenture
and this Note are inconsistent, the terms of the Indenture shall govern.

Denominations; Transfer; Exchange

The Notes are in registered form, without coupons, in denominations of $2,000
and integral multiples of $1,000 in excess thereof. A Holder shall register the
transfer or exchange of Notes in accordance with the Indenture.

Amendment; Supplement; Waiver

Subject to certain exceptions, the Notes and the provisions of the Indenture
relating to the Notes may be amended or supplemented and any existing default or
Event of Default or compliance with certain provisions may be waived with the
written consent of the Holders of at least a majority in aggregate principal
Amount of all series of Outstanding Notes (including the Notes) under the
Indenture that are affected by such amendment, supplement or waiver (voting as a
single class). Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture and the Notes to, among other things, cure
any ambiguity, defect or inconsistency or comply with any requirements of the
Commission in connection with the qualification of the Indenture under the TIA,
or make any other change that does not adversely affect the rights of any Holder
of a Note.

Defaults and Remedies

If an Event of Default (other than certain bankruptcy Events of Default with
respect to the Company) under the Indenture occurs with respect to the Notes and
is continuing, then the Trustee may and, at the direction of the Holders of at
least 25% in Principal Amount of the Outstanding Notes, shall by written notice,
require the Company to repay immediately the entire Principal Amount of the
Outstanding Notes, together with all accrued and unpaid interest. If a
bankruptcy Event of Default with respect to the Company occurs and is
continuing, then the entire Principal Amount of the Outstanding Notes will
automatically become due immediately and payable without any declaration or
other act on the part of the Trustee or any Holder. Holders of Notes may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture or the Notes unless it has
received indemnity as it reasonably requires. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may

A-6

withhold from Holders of Notes notice of certain continuing defaults or
Events of Default if it determines that withholding notice is in their interest.

Authentication

This Note shall not be valid until the Trustee manually signs the certificate
of authentication on this Note.

Abbreviations and Defined Terms

Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes as a convenience to the Holders of the Notes. No representation is
made as to the accuracy of such numbers as printed on the Notes and reliance may
be placed only on the other identification numbers printed hereon.

Governing Law

The laws of the State of New York shall govern the Indenture and this Note.

A-7

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee153s name, address and zip code)

(Insert assignee153s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer
this Note on the books of the Company. The agent may substitute another to act
for him.


Date:		Your Signature:

Signature

Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

Signature

Signature Guarantee:

A-8

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:


Date	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Notes Custodian

A-9

EXHIBIT B

[FORM OF FACE OF 2014 FIXED RATE NOTE]

Cisco Systems, Inc.

1.625% Senior Notes due 2014


No.		CUSIP NO. 17275RAJI

Interest Rate: 1.625% per annum

Interest Payment Dates: March 14 and September 14 of each year, commencing
September 14, 2011

Record Dates: March 1 and September 1

B-1

Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof, which will for all purposes have the same effect as if set
forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


CISCO SYSTEMS, INC.

By:
		Authorized Signatory

B-2

This is one of the 1.625% Senior Notes due 2014 referred to in the
within-mentioned Indenture.

B-3

[FORM OF REVERSE OF 2014 FIXED RATE NOTE]

Cisco Systems, Inc.

1.625% Senior Notes due 2014

Interest

The Company promises to pay interest on the Principal Amount of this Note at
the rate per annum described above. Cash interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from March 16, 2011, to but excluding the next interest payment date. The
Company will pay interest semi-annually in arrears on each interest payment
date, commencing September 14, 2011, to the person in whose name the Notes are
registered at the close of business on the immediately preceding Record Date.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

If an interest payment for the Notes falls on a day that is not a Business
Day, the interest payment shall be postponed to the next succeeding Business
Day, and no interest on such payment shall accrue for the period from and after
such interest payment date.

Redemption of Notes at the Option of the Company

The Notes are redeemable, in whole or in part, at the option of the Company,
at any time or from time to time, at a redemption price equal to the greater of
(a) 100% of the Principal Amount to be redeemed and (b) the sum of the present
values of the Remaining Scheduled Payments on such Notes discounted to the
Redemption Date, on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate
plus 10 basis points (the “Redemption Price“) upon delivery of
the Notes to the Paying Agent by the Holder as set forth in the Indenture. The
Redemption Price will be paid in cash.

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of the Notes to be redeemed.
Unless the Company defaults in payment of the Redemption Price, on and after the
Redemption Date, interest will cease to accrue on the Notes or portions thereof
called for redemption. If less than all of the Notes are to be redeemed, the
Notes to be redeemed shall be selected pro rata or by lot or by any other method
the Trustee considers fair and appropriate.

B-4

Paying Agent

Initially, The Bank of New York Mellon Trust Company, N.A. (the
“Trustee“) will act as paying agent. The Company may change any
paying agent without notice to the Holders.

Indenture; Defined Terms

This Note is one of the 1.625% Senior Notes due 2014 (the
“Notes“) issued under an Indenture, dated as of March 16, 2011,
between the Company and the Trustee (the “Indenture“).

Unless otherwise defined herein, capitalized terms herein are used as defined
in the Indenture. 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 (15 U.S.C. Sections 77aaa-77bbbb) (the “Trust Indenture
Act“), as in effect on the date of the Indenture until such time as the
Indenture is qualified under the Trust Indenture Act, and thereafter as in
effect on the date on which the Indenture is qualified under the Trust Indenture
Act. Notwithstanding anything to the contrary herein, the Notes are subject to
all such terms, and holders of Notes are referred to the Indenture and the Trust
Indenture Act for a statement of them. To the extent the terms of the Indenture
and this Note are inconsistent, the terms of the Indenture shall govern.

Denominations; Transfer; Exchange

Amendment; Supplement; Waiver

B-5

Defaults and Remedies

Authentication

This Note shall not be valid until the Trustee manually signs the certificate
of authentication on this Note.

Abbreviations and Defined Terms

CUSIP Numbers

Governing Law

The laws of the State of New York shall govern the Indenture and this Note.

B-6

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee153s name, address and zip code)

(Insert assignee153s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.


Date:							Your Signature:

Signature

Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

Signature

Signature Guarantee:

B-7

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date

Amount of decrease in

Principal Amount of

this Global Note

Amount of increase in

Principal Amount of

this Global Note

Principal Amount of

this Global Note following

such decrease or increase

Signature of authorized
signatory of Trustee or

Notes Custodian

B-8

EXHIBIT C

[FORM OF FACE OF 2017 FIXED RATE NOTE]

Cisco Systems, Inc.

3.150% Senior Notes due 2017


No.		CUSIP NO. 17275RAK8

Interest Rate: 3.150% per annum

Interest Payment Dates: March 14 and September 14 of each year, commencing
September 14, 2011

Record Dates: March 1 and September 1

C-1

Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof, which will for all purposes have the same effect as if set
forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


CISCO SYSTEMS, INC.

By:
		Authorized Signatory

C-2

This is one of the 3.150% Senior Notes due 2017 referred to in the
within-mentioned Indenture.

C-3

[FORM OF REVERSE OF 2017 FIXED RATE NOTE]

Cisco Systems, Inc.

3.150% Senior Notes due 2017

Interest

Redemption of Notes at the Option of the Company

The Notes are redeemable, in whole or in part, at the option of the Company,
at any time or from time to time, at a redemption price equal to the greater of
(a) 100% of the Principal Amount to be redeemed and (b) the sum of the present
values of the Remaining Scheduled Payments on such Notes discounted to the
Redemption Date, on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate
plus 15 basis points (the “Redemption Price“) upon delivery of
the Notes to the Paying Agent by the Holder as set forth in the Indenture. The
Redemption Price will be paid in cash.

C-4

Paying Agent

Initially, The Bank of New York Mellon Trust Company, N.A. (the
“Trustee“) will act as paying agent. The Company may change any
paying agent without notice to the Holders.

Indenture; Defined Terms

This Note is one of the 3.150% Senior Notes due 2017 (the
“Notes“) issued under an Indenture, dated as of March 16, 2011,
between the Company and the Trustee (the “Indenture“).

Denominations; Transfer; Exchange

Amendment; Supplement; Waiver

C-5

Defaults and Remedies

Authentication

This Note shall not be valid until the Trustee manually signs the certificate
of authentication on this Note.

Abbreviations and Defined Terms

CUSIP Numbers

Governing Law

The laws of the State of New York shall govern the Indenture and this Note.

C-6

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee153s name, address and zip code)

(Insert assignee153s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer
this Note on the books of the Company. The agent may substitute another to act
for him.


Date:		Your Signature:

Signature

Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

Signature

Signature Guarantee:

C-7

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:


Date	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Notes Custodian

C-8

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THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee

Authorized Signatory

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