EX-4.54



 






Exhibit 4.54




[Form of Floating Rate Senior Debt Security]




(Face of Security)




          [IF A GLOBAL SECURITY, INSERT — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.]




          [IF DTC IS THE DEPOSITARY, INSERT — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE GOLDMAN
SACHS GROUP, INC. 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 INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]




          [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]




THE GOLDMAN SACHS GROUP, INC.




[TITLE OF SECURITY]




          The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the “Company”, which term includes any successor
Person under the Indenture), for value received, hereby promises to pay to ___, or registered assigns, the principal sum
of ___on ___and to pay interest thereon, from ___




(Face of Security continued on next page)





 









 







or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, ___on
___in each year (each, an “Interest Payment Date”), commencing on ___and at the
Maturity of the principal hereof, until the principal hereof is paid or made available for payment,
at the rate of [IF APPLICABLE, INSERT - ___% above][LIBOR][EURIBOR], determined in
accordance with the following provisions and reset effective each Interest Reset Date. If an
Interest Payment Date would otherwise be a day that is not a Business Day, the Interest Payment
Date will be postponed to the next day that is a Business Day. However, if that Business Day is in
the next succeeding calendar month, the Interest Payment Date will instead be the immediately
preceding Business Day. Notwithstanding the foregoing, an Interest Payment Date that falls on the
Maturity of this Security will not be changed. Any such installment of interest that is overdue
shall also bear interest at the same rate in effect during the Interest Period ending on the due
date of such installment of interest (to the extent that the payment of such interest shall be
legally enforceable), from the date any such overdue amount first becomes due until it is paid or
made available for payment. Notwithstanding the foregoing, interest on any installment of interest
that is overdue shall be payable on demand.








          Interest on this Security shall be calculated on the basis of a 360-day year and the actual
number of days elapsed. Payments of interest on this Security with respect to any Interest Payment
Date or at the Maturity of the principal hereof will include interest accrued to but excluding such
Interest Payment Date or the date of such Maturity, as the case may be. Accrued interest from the
date of issue or from the last date to which interest has been paid or duly provided for shall be
calculated by the Calculation Agent by multiplying the principal amount by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest factors calculated
for each day from and including the date of issue or from and including the last date to which
interest has been paid or duly provided for, to but excluding the date for which








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accrued interest
is being calculated. The interest factor for each such day shall be expressed as a decimal and
computed by dividing the interest rate (also expressed as a decimal) in effect on such day by 360.
Notwithstanding the foregoing, interest on this Security shall not be higher than the maximum rate
permitted by New York law, as it may be modified by U.S. law of general applicability.




          For the purposes of this Security, [LIBOR][EURIBOR] will be determined in the following
manner:




          [IF LIBOR, INSERT — LIBOR will be the offered rate per annum for three-month deposits in U.S.
dollars, as that rate appears on the Moneyline Telerate LIBOR page as of 11:00 A.M., London time,
on the relevant Interest Determination Date. LIBOR for the initial Interest Period will be the
Initial Base Rate.




          If the rate described above does not appear on Moneyline Telerate LIBOR page, LIBOR will be
determined on the basis of the rates, at approximately 11:00 A.M., London time, on the relevant
Interest Determination Date, at which deposits of the following kind are offered to prime banks in
the London interbank market by four major banks in that market selected by the Calculation Agent:
three-month U.S. dollar deposits, beginning on the relevant Interest Reset Date, and in a
Representative Amount. The Calculation Agent will request the principal London office of each such
bank to provide a quotation of its rate. If at least two quotations are provided, LIBOR for the
relevant Interest Determination Date will be the arithmetic mean of the quotations.




          If fewer than two quotations are provided as described above, LIBOR for the relevant Interest
Determination Date will be the arithmetic mean of the rates for loans of the following kind to
leading European banks
quoted, at approximately 11:00 A.M. New York City time, on that Interest Determination Date,
by three major banks in New York City selected by the Calculation Agent: three-




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month loans of U.S.
dollars, beginning on the relevant Interest Reset Date, and in a Representative Amount.




          If fewer than three banks selected by the Calculation Agent are quoting as described above,
LIBOR for the new Interest Period will be LIBOR in effect for the prior Interest Period. If the
Initial Base Rate has been in effect for the prior Interest Period, however, it will remain in
effect for the new Interest Period.




          For all purposes of this Security:




          The term “Initial Base Rate” means the base rate in effect for the initial Interest Period.
This rate will be ___%, which is the three-month LIBOR rate on ___, as determined by
the Calculation Agent.




          The term “Interest Determination Date” means two London Business Days prior to the first day
of each Interest Period.




          The term “Interest Period” means, with respect to the initial Interest Period, the period from
and including ___to, but excluding, the initial Interest Reset Date and, with respect to
the subsequent Interest Periods, the periods from and including an Interest Reset Date to, but
excluding, the next Interest Reset Date.




          The term “Interest Reset Date” means every ___, commencing on ___, on each of
which the rate of interest on this Security will be reset. If any Interest Reset Date would
otherwise be a day that is not a Business Day with respect to this Security, the Interest Reset
Date shall be the next succeeding day that is a Business Day with respect to this Security.
However, if that Business Day is in the next succeeding calendar month, the Interest Reset Date
will instead be the immediately preceding Business Day. Notwithstanding the foregoing; an
Interest Reset Date that falls on the Maturity of this Security will not be changed.




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          The term “London Business Day” means any day on which dealings in U.S. dollars are transacted
in the London interbank market.




          The term “Moneyline Telerate LIBOR page” means Moneyline Telerate page 3750 or any replacement
page or pages on which London interbank rates of major banks for the relevant index currency are
displayed.




          The term “Representative Amount” means an amount that, in the Calculation Agent’s judgment, is
representative of a single transaction in the relevant market at the relevant time.]




          [IF EURIBOR, INSERT — For the purposes of this Security, EURIBOR will be determined in the
following manner:




          EURIBOR will be the offered rate per annum for three-month deposits in euros, as that rate
appears on the Moneyline Telerate EURIBOR page as of 11:00 A.M., Brussels time, on the relevant
Interest Determination Date. EURIBOR for the initial Interest Period will be the Initial Base Rate.




          If the rate described above does not appear on Moneyline Telerate EURIBOR page, EURIBOR will
be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the
relevant Interest Determination Date, at which deposits of the following kind are offered to prime
banks in the euro-zone interbank market by four major banks in that market selected by the
Calculation Agent: three-month euro deposits, beginning on the relevant Interest Reset Date, and in
a Representative Amount. The Calculation Agent will request the principal euro-zone office of each
such bank to provide a quotation of its rate. If at least two quotations are provided, EURIBOR for
the relevant Interest Determination Date will be the arithmetic mean of the quotations.




     If fewer than two quotations are provided as described above, EURIBOR for the relevant
Interest



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Determination Date will be the arithmetic mean of the rates for loans of the following
kind to leading euro-zone banks quoted, at approximately 11:00 A.M., Brussels time, on that
Interest Determination Date, by three major banks in the euro-zone selected by the Calculation
Agent: three-month loans of euros, beginning on the relevant Interest Reset Date, and in a
Representative Amount.




          If fewer than three banks selected by the Calculation Agent are quoting as described above,
EURIBOR for the new Interest Period will be EURIBOR in effect for the prior Interest Period. If
the Initial Base Rate has been in effect for the prior Interest Period, however, it will remain in
effect for the new Interest Period.




          For all purposes of this Security:




          The term “Initial Base Rate” means the base rate in effect for the initial Interest Period.
This rate will be ___%, which is the three-month EURIBOR rate on ___, as determined
by the Calculation Agent.




          The term “Interest Determination Date” means two Euro Business Days prior to the first day of
each Interest Period.




          The term “Interest Period” means, with respect to the initial Interest Period, the period from
and including ___to, but excluding, the initial Interest Reset Date and, with respect to
the subsequent Interest Periods, the periods from and including an Interest Reset Date to, but
excluding, the next Interest Reset Date.




          The term “Interest Reset Date” means every ___, commencing on ___, on each of
which the rate of interest on this Security will be reset. If any Interest Reset Date would
otherwise be a day that is not a Business Day with respect to this Security, the Interest Reset
Date shall be the next succeeding day that is a Business Day with respect to this Security.
However, if
that Business Day is in the next succeeding calendar month, the Interest Reset Date will
instead be the immediately




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preceding Business Day. Notwithstanding the foregoing; an Interest Reset
Date that falls on the Maturity of this Security will not be changed.




          The term “Euro Business Day” means any day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business




          The term “Moneyline Telerate EURIBOR page” means Moneyline Telerate page 248 or any
replacement page or pages on which euro-zone interbank rates of major banks for the relevant index
currency are displayed.




          The term “Representative Amount” means an amount that, in the Calculation Agent’s judgment, is
representative of a single transaction in the relevant market at the relevant time.]




          All percentages resulting from any calculation with respect to this Security shall be rounded
upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a
percentage point (e.g., 9.876541% (or .09876541) being rounded down to 9.87654% (or .0987654) and
9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655)). All amounts used in or
resulting from any calculation with respect to this Security shall be rounded upward or downward,
as appropriate, to the nearest cent with one-half or more of a cent being rounded upward.




          The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the ___(whether or not a Business Day, as defined below)
next preceding such Interest Payment Date. Any interest so payable, but not punctually paid or
duly provided for, on any Interest Payment Date will forthwith cease to be
payable to the Holder on such Regular Record Date and such Defaulted Interest may either be
paid to the Person in




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whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof being given to the Holder of this Security not
less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in the
Indenture.




     Currency and Manner of Payment



          [IF PAYMENT IS IN U.S. DOLLARS, INSERT — Payment of the principal of and interest on this
Security will be made 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. Notwithstanding any other
provision of this Security or the Indenture, if this Security is a Global Security, any payment in
respect of this Security may be made pursuant to the Applicable Procedures of the Depositary as
permitted in the Indenture.




          Subject to the prior paragraph and except as provided in the next paragraph, payment of any
amount payable on this Security will be made at the office or agency of the Company maintained for
that purpose in The City of New York (and at any other office or agency maintained by the Company
for that purpose), against surrender of this Security in the case of any payment due at the
Maturity of the principal hereof (other than any payment of interest that first becomes due on an
Interest Payment Date); provided, however, that, at the option of the Company and
subject to the next paragraph, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security Register.




          Subject to the second preceding paragraph, payment of any amount payable on this Security will
be made by wire transfer of immediately available funds to an



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account maintained by the payee with
a bank located in the Borough of Manhattan, The City of New York, if (i) the principal of this
Security is at least $1,000,000 and (ii) the Holder entitled to receive such payment transmits a
written request for such payment to be made in such manner to the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Administration, on or before the fifth Business Day before the
day on which such payment is to be made; provided that, in the case of any such payment due
at the Maturity of the principal hereof (other than any payment of interest that first becomes due
on an Interest Payment Date), this Security must be surrendered at the office or agency of the
Company maintained for that purpose in The City of New York (or at any other office or agency
maintained by the Company for that purpose) in time for the Paying Agent to make such payment in
such funds in accordance with its normal procedures. Any such request made with respect to any
payment on this Security payable to a particular Holder will remain in effect for all later
payments on this Security payable to such Holder, unless such request is revoked on or before the
fifth Business Day before a payment is to be made, in which case such revocation shall be effective
for such payment and all later payments. In the case of any payment of interest payable on an
Interest Payment Date, such written request must be made by the Person who is the registered Holder
of this Security on the relevant Regular Record Date. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer with respect to this
Security, but any tax, assessment or other governmental charge imposed upon any payment will be
borne by the Holder of this Security and may be deducted from the payment by the Company or the
Paying Agent.]




          [IF PAYMENT IS IN EUROS, INSERT — Payment of the principal of and interest on this Security
will be made in euros. Notwithstanding any other provision of this Security or the Indenture, if
this Security is a Global
Security, any payment in respect of this Security may be made pursuant to the Applicable
Procedures of the Depositary as permitted in the Indenture.


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          Subject to the prior paragraph and except as provided in the next two paragraphs, payment of
any amount payable on this Security will be made at the office or agency of the Company maintained
for that purpose in The City of New York (and at any other office or agency maintained by the
Company for that purpose), against surrender of this Security in the case of any payment due at the
Maturity of the principal hereof (other than any payment of interest that first becomes due on an
Interest Payment Date); provided, however, that, at the option of the Company and subject to the
next paragraph, payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.




          Subject to the second preceding paragraph, payment of any amount payable on this Security will
be made by wire transfer of immediately available funds to an account maintained by the payee with
a bank located in the Borough of Manhattan, The City of New York, if (i) the principal of this
Security is at least €1,000,000 and (ii) the Holder entitled to receive such payment transmits a
written request for such payment to be made in such manner to the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Administration, on or before the fifth Business Day before the
day on which such payment is to be made; provided that, in the case of any such payment due at the
Maturity of the principal hereof (other than any payment of interest that first becomes due on an
Interest Payment Date), this Security must be surrendered at the office or agency of the Company
maintained for that purpose in The City of New York (or at any other office or agency maintained by
the Company for that purpose) in time for the Paying Agent to make such payment in such funds in
accordance with its normal procedures. Any such request made with respect to any payment on this
Security payable to a particular Holder will remain in effect for all later
payments on this Security payable to such Holder, unless such request is revoked on or before
the fifth Business Day before a payment is to be made, in which case such revocation shall be
effective for such payment and all




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later payments. In the case of any payment of interest payable
on an Interest Payment Date, such written request must be made by the Person who is the registered
Holder of this Security on the relevant Regular Record Date. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge imposed upon any
payment will be borne by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.]




          [IF LISTED ON LUXEMBOURG STOCK EXCHANGE, INSERT — So long as the Securities are listed on the
Luxembourg Stock Exchange and such Stock Exchange shall so require, the Company will at all times
maintain an office or agency in Luxembourg for the payment of the principal of and interest on the
Securities. Such Paying Agent in Luxembourg shall initially be Dexia Banque Internationale à
Luxembourg société anonyme.]




     Payments Due on a Business Day



          [IF LIBOR, INSERT — Notwithstanding any provision of this Security or the Indenture, if any
amount of principal or interest would otherwise be due on this Security on a day (the
“Specified Day”) that is not a Business Day, such amount may be paid or made available for
payment on the next succeeding Business Day with the same force and effect as if such amount were
paid on the Specified Day. For all purposes of this Security,
“Business Day” means any day that is not a Saturday
or Sunday, and that is not a day on which banking institutions
generally are authorized or obligated by law, regulation or executive order to close in The City of New York
and that is also a London Business Day; provided that, solely with respect to any payment
or other action to be made or taken at any Place of Payment outside The City of New York
or London, Business Day means any day that is not a Saturday
or Sunday, and that is not
a day on which banking institutions generally are authorized or
obligated by law, regulation or executive order
to close in The City of New York,




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London or such Place of Payment. The provisions of this
paragraph shall apply to this Security in lieu of the provisions of Section 113 of the Indenture.]




          [IF EURIBOR, INSERT — Notwithstanding any provision of this Security or the Indenture, if any
amount of principal or interest would otherwise be due on this Security on a day (the “Specified
Day”) that is not a Business Day, such amount may be paid or made available for payment on the next
succeeding Business Day with the same force and effect as if such amount were paid on the Specified
Day; provided, however, that if the next succeeding Business Day is in the next succeeding month,
such amount may be paid or made available for payment on the immediately preceding Business Day
with the same force and effect as if such amount were paid on the Specified Day. For all purposes
of this Security, “Business Day” means any day that is not a Saturday or Sunday, and that is not a
day on which banking institutions are generally authorized or obligated by law, regulation or
executive order to close in The City of New York or London, and that is also a Euro Business Day,
as defined below. The term “Euro Business Day” means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for
business. The provisions of this paragraph shall apply to this Security in lieu of the provisions
of Section 113 of the Indenture.]




     [IF PAYMENT IS IN EUROS, INSERT — Payments Made in U.S. Dollars



          Notwithstanding any provision of this Security or the Indenture, if any amount payable on this
Security is payable on any day and if euros are not available to the Company on the two Business
Days before such day, due to the imposition of exchange controls, disruption in a
currency market or any other circumstances beyond the control of the Company, the Company will
be entitled to satisfy its obligation to pay such amount in euros by making such payment in U.S.
dollars. The amount of such




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payment in U.S. dollars shall be determined by the Exchange Rate Agent
on the basis of the noon buying rate for cable transfers in The City
of New York for euros (the
“Exchange Rate”) as of the latest day before the day on which such payment is to be made. Any
payment made under such circumstances in U.S. dollars where the required payment is in euros will
not constitute an Event of Default under this Security or the Indenture.








     Exchange Rate Agent



          As used herein, the “Exchange Rate Agent” shall initially mean Goldman Sachs International;
provided that the Company may, and in its sole discretion, appoint any other institution (including
any affiliate of the Company) to serve as any such agent from time to time. The Company will give
the Trustee prompt written notice of any change in any such appointment. Insofar as this Security
provides for any such agent to obtain rates, quotes or other data from a bank, dealer or other
institution for use in making any determination hereunder, such agent may do so from any
institution or institutions of the kind contemplated hereby notwithstanding that any one or more of
such institutions are any such agent, affiliates of any such agent or affiliates of the Company.




          All determinations made by the Exchange Rate Agent pursuant to the terms of this Security
shall be, absent manifest error, conclusive for all purposes and binding on the holder of this
Security and the Company, and the Exchange Rate Agent shall have no liability therefor.]




     Calculation Agent



          As used herein, the “Calculation Agent” shall initially mean The Bank of New York; provided
that the Company may, in its sole discretion, appoint any other institution (including any
affiliate of the Company) to
serve as any such agent from time to time. The Company will give the Trustee prompt written
notice of any change in any such appointment. Insofar as this Security provides for any such agent
to obtain rates, quotes or other data




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from a bank, dealer or other institution for use in making
any determination hereunder, such agent may do so from any institution or institutions of the kind
contemplated hereby notwithstanding that any one or more of such institutions are any such agent,
affiliates of any such agent or affiliates of the Company.




          All determinations made by the Calculation Agent may be made by such agent in its sole
discretion and, absent manifest error, shall be conclusive for all purposes and binding on the
Holder of this Security and the Company. The Calculation Agent shall not have any liability
therefor.




 






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




          Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


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



Dated: __________




	 	 	 	 	 	 	 
	 	 	THE GOLDMAN SACHS GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






          This is one of the Securities of the series designated herein and referred to in the
Indenture.




Dated: __________




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






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(Reverse of Security)




          1. Securities and Indenture.




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”) issued and to be issued in one or more series under an Indenture, dated
as of May 19, 1999 (herein called the “Indenture”, which term shall have the meaning
assigned to it in such instrument), between the Company and The Bank of New York, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered.




          2. Series and Denominations.




          This Security is one of the series designated on the face hereof. The aggregate principal
amount of such series is ___, provided that the Company may increase such aggregate
principal amount at any time. Any election by the Company so to increase such aggregate principal
amount shall be evidenced by a certificate of an Authorized Person (as defined in the Determination
of an Authorized Person, dated ___, with respect to this series). References herein to
“this series” mean the series of Securities designated on the face hereof. The Securities
of this series are issuable only in registered form without coupons in denominations of integral
multiples of ___, subject to a minimum denomination of ___.




          3. Additional Amounts.




          If the beneficial owner of this Security is a United States Alien (as defined below), the
Company will pay all additional amounts that may be necessary so that




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every net payment of the principal of and interest on this Security to such beneficial owner,
after deduction or withholding for or on account of any present or future tax, assessment or
governmental charge imposed with respect to such payment by any U.S. Taxing Authority (as defined
below), will not be less than the amount provided for in this Security to be then due and payable;
provided, however, that the Company shall have no obligation to pay additional
amounts for or on account of any one or more of the following:





     (i) any tax, assessment or other governmental charge imposed solely because at any
time there is or was a connection between such beneficial owner (or between a fiduciary,
settlor, beneficiary or member of such beneficial owner, if such beneficial owner is an
estate, trust or partnership) and the United States (as defined below) (other than the mere
receipt of a payment on, or the ownership or holding of, a Security), including because
such beneficial owner (or such fiduciary, settlor, beneficiary or member) at any time, for
U.S. federal income tax purposes: (a) is or was a citizen or resident, or is or was treated
as a resident, of the United States, (b) is or was present in the United States, (c) is or
was engaged in a trade or business in the United States, (d) has or had a permanent
establishment in the United States, (e) is or was a domestic or foreign personal holding
company, a passive foreign investment company or a controlled foreign corporation, (f) is
or was a corporation that accumulates earnings to avoid U.S. federal income tax or (g) is
or was a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the
U.S. Internal Revenue Code or any successor provision;




     (ii) any tax, assessment or governmental charge imposed solely because of a change in
applicable law or regulation, or in any official interpretation or application of
applicable law or regulation, that becomes effective more than 15 days after the day on



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which the payment becomes due or is duly provided for, whichever occurs later;




     (iii) any estate, inheritance, gift, sales, excise, transfer, wealth or personal
property tax or any similar tax, assessment or other governmental charge;




     (iv) any tax, assessment or other governmental charge imposed solely because such
beneficial owner or any other Person fails to comply with any certification, identification
or other reporting requirement concerning the nationality, residence, identity or
connection with the United States of the Holder or any beneficial owner of this Security,
if compliance is required by statute, by regulation of the U.S. Treasury Department or by
an applicable income tax treaty to which the United States is a party, as a precondition to
exemption from such tax, assessment or other governmental charge;




     (v) any tax, assessment or other governmental charge that is payable otherwise than by
deduction or withholding from payments of principal of or interest on this Security;




     (vi) any tax, assessment or other governmental charge imposed solely because the
payment is to be made by a particular Paying Agent (which term may include the Company) and
would not be imposed if made by another Paying Agent (which term may include the Company);




     (vii) where such withholding or deduction is imposed on a payment to an individual and
is required to be made pursuant to any European Union Directive on the taxation of savings
or any law implementing or complying with, or introduced in order to conform to, such
Directive;




     (viii) by or on behalf of a Holder who would be able to avoid such withholding or
deduction by



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presenting this Security to another Paying Agent in a Member State of the European
Union; or




     (ix) any combination of the taxes, assessments or other governmental charges described
in items (i) through (viii) of this Section 3.



          Additional amounts also will not be paid with respect to any payment of principal of or
interest on this Security to any United States Alien who is a fiduciary or a partnership, or who is
not the sole beneficial owner of any such payment, to the extent that the Company would not be
required to pay additional amounts to any beneficiary or settlor of such fiduciary or any member of
such a partnership, or to any beneficial owner of the payment, if that Person had been treated as
the beneficial owner of this Security for this purpose.




          The term “United States Alien” means any Person who, for U.S. federal income tax
purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership one or
more of the members of which is, for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or
trust, or a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal
income tax on a net income basis on income or gain from this Security. For the purposes of this
Section 3 and Section 4 only, (a) the term “United States” means the United States of
America (including the states thereof and the District of Columbia), together with the territories,
possessions and all other areas subject to the jurisdiction of the United States of America and (b)
the term “U.S. Taxing Authority” means the United States of America or any state, other
jurisdiction or taxing authority in the United States.




          Except as specifically provided in this Security, the Company shall not be required to make
any payment with respect to any tax, assessment or other governmental charge




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imposed by any government or any political subdivision or taxing authority thereof or therein.




          Whenever in the Securities of this series (or in the Indenture, including in Sections 501(1)
and (2) thereof, insofar as applicable to this series) there is a reference, in any context, to the
payment of the principal of or interest on any Security of this series, such mention shall be
deemed to include mention of any payment of additional amounts to United States Aliens in respect
of such payment of principal or interest to the extent that, in such context, such additional
amounts are, were or would be payable in respect thereof pursuant to this Section 3 or any
corresponding section of another Security of this series, as the case may be. Express mention of
the payment of additional amounts in any provision of any Security of this series shall not be
construed as excluding additional amounts in the provisions of any Security of this series (or of
the Indenture insofar as it applies to this series) where such express mention is not made.




          4. Redemption at the Company’s Option.




          The Securities of this series may be redeemed, as a whole but not in part, at the option of
the Company, at a redemption price equal to 100% of the principal amount of the Securities to be
redeemed, together with interest accrued to the date fixed for redemption, if, as a result of any
amendment to, or change in, the laws or regulations of any U.S. Taxing Authority (as defined in
Section 3 above), or any amendment to or change in any official interpretation or application of
such laws or regulations, which amendment or change becomes effective or is announced on or after
___, the Company will become obligated to pay, on the next Interest Payment Date, additional
amounts in respect of any Security of this series pursuant to Section 3 of this Security or any
corresponding section of another Security of this series. If the Company becomes entitled to
redeem the Securities of this series, it may do so on any day thereafter pursuant to the Indenture;
provided, however, that (1) the Company gives the Holder of




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this Security notice of such redemption not more than 60 days nor less than 30 days prior to
the date fixed for redemption as provided in the Indenture, (2) no such notice of redemption may be
given earlier than 90 days prior to the next Interest Payment Date on which the Company would be
obligated to pay such additional amounts and (3) at the time such notice is given, such obligation
to pay such additional amounts remains in effect. Immediately prior to the giving of any notice of
redemption of Securities pursuant to this Section 4, the Company will deliver to the Trustee an
Officers’ Certificate stating that the Company is entitled to effect such redemption and setting
forth in reasonable detail a statement of facts showing that the conditions precedent to the right
of the Company to so redeem the Securities have occurred. Interest installments due on or prior to
a Redemption Date will be payable to the Holder of this Security or one or more Predecessor
Securities, of record at the close of business on the relevant record date, all as provided in the
Indenture.




          5. Defeasance.




          The notes are not subject to defeasance or covenant defeasance by the Company.




          6. Modification and Waiver.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all series to be affected (considered together as one class for this purpose).
The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount
of the Securities at the time Outstanding of all series to be affected under the Indenture
(considered together as one class for this purpose), on behalf of the Holders of all Securities of
such series,




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to waive compliance by the Company with certain provisions of the Indenture and (ii)
permitting the Holders of a majority in principal amount of the Securities at the time Outstanding
of any series to be affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Securities of such series, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.




          7. Remedies.




          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.




          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity.




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The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.




          8. Transfer and Exchange.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.




          As provided in the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




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          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          This Security is a Global Security and is subject to the provisions of the Indenture relating
to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges
of Global Securities.




          [IF LISTED ON LUXEMBOURG STOCK EXCHANGE, INSERT –




          9. Notices.




          Notices that are required hereunder or under the Indenture to be given to Holders of the
Securities shall be given to Holders of the Securities as set forth in the Indenture and in the
next paragraph.




          So long as the Securities are listed on the Luxembourg Stock Exchange and such Stock Exchange
shall so require, the Trustee will publish any such required notices in a daily newspaper of
general circulation in Luxembourg. If publication in Luxembourg is not practical, the Trustee will
publish any such required notices elsewhere in Europe. Published notices will be deemed to have
been given on the date they are published. If publication as described in this paragraph becomes
impossible, the Trustee may publish sufficient notice by alternate means that approximate the terms
and conditions as described in this paragraph.]




          9. Governing Law.




          This Security and the Indenture shall be governed by and construed in accordance with the laws
of the State of New York.




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          10. Terms Defined in the Indenture.




          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




          [IF APPLICABLE, INSERT - References in this Security to euro shall mean, as of any time, the
coin or currency (if any) that is legal tender for the payment of private and public debt in all
countries then participating in the European Economic and Monetary Union (or any successor union)
pursuant to the Treaty on European Union of February 1992 (or any successor treaty), as it may be
amended from time to time.]




 






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ASSIGNMENT




          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                         




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




     [                                                                                ]


 



(Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee)



the attached Security and all rights thereunder, and hereby irrevocably constitutes and
appoints _________ to transfer said Security on the books of the Company, with full power of substitution in
the premises.




Dated:                                         




Signature Guaranteed




	 	 	 
	 

	 	 
	NOTICE: Signature must be
guaranteed.

	 	NOTICE: The signature to this
assignment must correspond with the
name of the Holder as written upon
the face of the attached Security in
every particular, without alteration
or any change whatever.







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