FORM OF FLOATING RATE GLOBAL NOTE FOR

MEDIUM TERM SOVEREIGN TRANSACTIONS IN VENEZUELA (INSURANCE)

THE BOLIVARIAN REPUBLIC OF VENEZUELA,

acting by and through its Ministry of Finance

PROMISSORY NOTE[^1]

US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_

FOR VALUE RECEIVED, \[name and address of the Borrower\] (the "Maker")
by this promissory note (this "Note") hereby unconditionally promises to
pay \[Lender\] (the "Lender") at \[name and address of a banking
institution in United States that is authorized to accept deposits\] the
principal sum of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ United States
Dollars \[and \_\_\_\_\_\_\_\_ cents\]
(US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_) or such lesser amount as shall be
advanced by the Lender to the Maker and evidenced hereby as set forth on
the grid attached hereto as Schedule 1, in installments as hereinafter
provided and to pay interest on the principal balance hereof from time
to time outstanding, as hereinafter provided, at the rate of
\_\_\_\_\_\_\_\_\_\_\_ percent (\_\_\_%) per annum above LIBOR[^2] (as
hereinafter defined); *provided* that, beginning on the Eximbank Claim
Payment Date (hereinafter defined), the definition of Special LIBOR
shall apply for all purposes, including, without limitation, the
**\[fifth\]** paragraph hereof, in place of the definition of LIBOR.[^3]

For purposes of this Note, (a) "LIBOR" shall mean, in relation to any
Interest Period (as hereinafter defined), the rate of interest per annum
(rounded upward, if necessary, to the nearest one-sixteenth of one
percent (1/16 of 1%)) quoted by the principal London office of the
Lender or an affiliate of the Lender designated by the Lender at
approximately 11:00 a.m. (London time) two Business Days (as hereinafter
defined) prior to the first day of such Interest Period for the offering
to leading banks in the London interbank market of United States Dollar
deposits for a period and in an amount comparable to such Interest
Period and the principal amount upon which interest is to be paid during
such Interest Period;[^4] (b) "Special LIBOR" shall mean, with respect
to any Interest Period, the rate of interest per annum specified as the
Dollar LIBOR Interbank fixing rate in the [Financial Times]{.underline}
under the table entitled "Money Rates", in effect on the day two
Business Days prior to the first day of the relevant Interest Period for
a term similar to the term of such Interest Period; *provided* that if
no rate is specified for such day, the applicable rate shall be the rate
specified for the immediately preceding day for which a rate is
specified, and if more than one rate is specified, the applicable rate
shall be the highest of all such rates; (c) "Interest Period" shall
mean, with respect to any amount of principal advanced, (i) the period
commencing on the relevant Disbursement Date listed on the first column
of Schedule 1 with respect to such amount and extending up to, but not
including, the next Payment Date (as hereinafter defined); *provided*,
however, that if such Disbursement Date is within sixty (60) days of
such Payment Date[^5], the Interest Period shall end on the next
succeeding Payment Date; and (ii) thereafter the period commencing on
each Payment Date and extending up to, but not including, the next
Payment Date; \[and\] (d) "Business Day" shall mean any day \[on which
dealings in Dollar deposits are carried on in the London interbank
market and\] on which the Federal Reserve Bank of New York \[and
commercial banks in London and New York City are\]/\[is\] open for
domestic and foreign exchange business.[^6]

The principal hereof shall be due and payable semi-annually on
\_\_\_\_\_\_\_\_\_ 15 and \_\_\_\_\_\_\_\_\_ 15 of each year (each, a
"Payment Date"), beginning on the first such Payment Date set forth in
Schedule 2 hereto. Each payment of principal shall be in the percentage
amounts set forth in such Schedule 2 hereto as hereinafter provided.
Interest on the amount of said principal amount remaining unpaid from
time to time is due and payable on each Payment Date of each year,
beginning on \_\_\_\_\_\_\_\_\_ 15, 20\_\_and thereafter so long as any
principal hereof remains outstanding. Interest will be calculated on the
basis of the actual number of days elapsed (including the first day, but
excluding the last day) over a year of 360 days.[^7]

\[In the event that any amount of the principal hereof or accrued
interest on this Note is not paid in full when due (whether at stated
maturity, by acceleration or otherwise), the Maker shall pay to the
Lender on demand interest on such unpaid amount (to the extent permitted
by applicable law) for the period from the date such amount was due
until such amount shall have been paid in full at an interest rate per
annum equal to ([x]{.underline}) \_\_\_\_\_\_\_\_ percent (\_\_\_%) per
annum above the interest rate then applicable under first paragraph
hereof until the end of the then current Interest Period, and
([y]{.underline}) thereafter \_\_\_\_\_\_\_\_ percent (\_\_\_%) per
annum above the \[the Lender to specify rate\].\][^8]

\[Notwithstanding the fourth paragraph hereof,\] beginning on the date
(the "Eximbank Claim Payment Date") on which the Export-Import Bank of
the United States ("Eximbank") shall have made a claim payment to the
Lender under its Medium Term Single Buyer **\[Policy/Commitment No.
\_\_\_\_\_\_\_\_\_\_\_\]**, in the event any amount of principal of or
accrued interest on this Note owing to Eximbank is not paid in full when
due (whether at stated maturity, by acceleration or otherwise), the
Maker shall pay to Eximbank, on demand, interest on such unpaid amount
(to the extent permitted by applicable law) for the period from the date
such amount was due until such amount shall have been paid in full, at
an interest rate per annum equal to one percent (1%) per annum above the
interest rate otherwise then applicable under the first paragraph
hereof.

All payments received hereunder shall be applied in the manner and order
of priority determined by the Lender in its sole discretion.

Whenever any payment falls due on a day that is not a Business Day, the
due date for payment shall be extended to the next following Business
Day.

All payments to be made by the Maker under this Note shall be made in
United States Dollars in immediately available and freely transferable
funds no later than 11:00 A.M. (New York City time) on the date on which
due, without set-off, counterclaim, deduction, withholding on account of
taxes levied or imposed under the laws of the Government of The
Bolivarian Republic of Venezuela, restrictions or conditions of whatever
nature.

The Maker may from time to time prepay on any Payment Date all or part
of the principal amount of this Note, *provided* that: (a) any partial
prepayment shall be in a minimum principal amount of **\[the Lender to
specify amount in US\$\]**; (b) the Maker shall have given the Lender
and Eximbank at least ten (10) days' prior written notice of the
prepayment (which notice shall be irrevocable); and (c) the Maker shall
have paid in full all amounts due under this Note as of the date of such
prepayment, including interest on the amount prepaid which has accrued
to the date of prepayment. Prepayments shall be applied to the
installments of principal of this Note in the inverse order of their
maturity, and, in cases where more than one promissory note of the Maker
is outstanding, [pro]{.underline} [rata]{.underline} to each such
promissory note.[^9]

Upon default in the prompt and full payment of any installment of
principal hereof or the interest on this Note, the entire outstanding
principal amount hereof and interest on the Note to the date of payment
shall immediately become due and payable at the option and upon the
demand of Eximbank.

This Note shall be valid and enforceable as to its principal amount at
any time only to the extent of the aggregate amounts then disbursed and
outstanding, and, as to interest, only to the extent of the interest
accrued thereon.

The obligations of the Maker under this Note are obligations for which
the full faith and credit of The Bolivarian Republic of Venezuela are
pledged.

The Maker hereby waives demand, diligence, presentment, protest, and
notice of every kind, and warrants to the holder that all action and
approvals required for the execution and delivery hereof as a legal,
valid and binding obligation of the undersigned, enforceable in
accordance with the terms hereof, have been duly taken and obtained. The
failure of the holder hereof or of Eximbank to exercise any of its
rights hereunder in any instance shall not constitute a waiver thereof
in that or any other instance.

To the maximum extent permitted by law, the Maker agrees to pay on
demand all costs and expenses of the Lender or Eximbank that are
incurred in connection with the enforcement of this Note, including, but
not limited to, reasonable attorneys' fees and expenses related thereto.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, U.S.A.[^10]

> THE BOLIVARIAN REPUBLIC OF VENEZUELA, acting by and through its
> Ministry of Finance
>
> By \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Signature)
>
> Name \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)
>
> Title \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> (Print)

Promissory Note No. \_\_\_\_\_

> Schedule 1

Amount of Signature of Authorized

[Disbursement Date]{.underline}[^11] [Principal Advanced]{.underline}
[Officer of the Lender]{.underline}

\(1\)

\(2\)

\(3\)

\(4\)

\(5\)

\(6\)

\(7\)

\(8\)

\(9\)

\(10\)

Schedule 2

Amortization Amount of Remaining Amount Signature of Authorized

[No.]{.underline} [Payment Date]{.underline}[^12]
[Percentage]{.underline} [Principal Repaid]{.underline} [of Principal to
be Repaid]{.underline} [Officer of the Lender]{.underline}

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

[^1]: Do not consolidate or otherwise move around the paragraphs in this
    Note. Specific provisions of this Note are identified in the
    Agreement by the paragraphs in which such provisions appear.

[^2]: An alternative Reference Rate (e.g., "Treasury", "Prime", etc) may
    be used in place LIBOR if approved in writing by Eximbank.

[^3]: All references to Special LIBOR remain even if an alternative
    Reference Rate is used in place of LIBOR.

[^4]: A different definition of LIBOR may be used if approved in writing
    by Eximbank.

[^5]: If the Lender and a Borrower agree on a longer or shorter billing
    cycle and this is agreed to by Ex-Im Bank in writing, then such
    alternative billing cycle period should be specified here.

[^6]: The bracketed text is only to be used if the Reference Rate is a
    "LIBOR" based rate. The Lender is permitted to use an alternative
    definition of Business Day if Ex-Im Bank accepts it in writing.

[^7]: A day count basis of actual/365 days instead of actual/360 days is
    permitted if approved in writing by Eximbank.

[^8]: The Lender has the option to either delete this paragraph or to
    provide alternative language which, if acceptable to Ex-Im Bank, may
    be used.

[^9]: Alternative language provided by the Lender that is acceptable to
    Ex-Im Bank may be used in this paragraph.

[^10]: If the Note is in a face amount of US\$250,000.00 or less, it may
    be governed by the laws of the District of Columbia, if the Lender
    prefers.

[^11]: Each Disbursement must be separately listed in this grid,
    including Disbursements made on the same day.

[^12]: This and the following columns (except the signature column which
    is completed upon receipt of the relevant payment) are to be
    completed when the Note is executed.