Exhibit 4







 Exhibit 4(b)

 

	
      REGISTERED
      
	
      SEARS
      ROEBUCK ACCEPTANCE CORP. 
	
      REGISTERED

	
      No.
      FLR-
	
      MEDIUM-TERM
      NOTE SERIES VI 
	
      CUSIP

	
      
	
      (FLOATING
      RATE)
	
      




 


[Except as otherwise provided in Section 2.10 of the Indenture referred to on
the reverse hereof, this Note may be transferred, in whole but not in part, only
to another nominee of the Depository or to a successor Depository or to a
nominee of such successor Depository.

Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York Corporation, ("DTC") (55 Water
Street, New York, New York) to Sears Roebuck Acceptance Corp. or its agent for
registration of transfer, exchange or payment, and any Note issued upon
registration of transfer of, or in exchange for, or in lieu of, this Note is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of DTC and any payment hereon 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.]


ORIGINAL ISSUE DATE:

MATURITY DATE:

	
      INTEREST RATE
      BASIS:

    	
      ____
      CD Rate

      ____ CMT Rate (daily/weekly/monthly)

      ____ Commercial Paper Rate

      ____ Federal Funds Rate

    	
      ____ LIBOR

      ____ Prime Rate

      ____ Treasury Rate

      ____ Other __________________

    


INITIAL INTEREST RATE:

INDEX MATURITY:

MAXIMUM RATE:

MINIMUM RATE:

SPREAD (plus or minus):

SPREAD MULTIPLIER:

INTEREST PAYMENT DATES:

INTEREST RESET DATES:

CALCULATION AGENT

    (IF OTHER THAN BNY
MIDWEST TRUST COMPANY):

DESIGNATED CMT MATURITY INDEX:

REDEMPTION COMMENCEMENT DATE:

	
      
	
      REDEMPTION PRICE:

    	
      IF A REDEMPTION
      COMMENCEMENT DATE IS SPECIFIED ABOVE, THE

      REDEMPTION PRICE SHALL BE % OF THE

      PRINCIPAL AMOUNT OF THIS NOTE TO BE REDEEMED AND THE

      REDEMPTION PRICE SHALL DECLINE AT EACH ANNIVERSARY OF THE

      REDEMPTION COMMENCEMENT DATE BY % OF THE

      PRINCIPAL AMOUNT OF THIS NOTE TO BE REDEEMED UNTIL THE

      REDEMPTION PRICE IS 100% OF SUCH PRINCIPAL AMOUNT.

    


 


	
      13020285 02041376

    


    	
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  STATED REDEMPTION DATE(S) AND REDEMPTION PRICE(S):


	
      Stated Redemption Date
	
      Redemption Price if Redeemed at Option of Company
	
      Redemption Price if Repaid at Option of Holder





  
  
  IF ONE OR MORE STATED REDEMPTION DATES ARE SPECIFIED ABOVE,
  THE REDEMPTION PRICE SHALL BE THE PERCENTAGE OF THE PRINCIPAL AMOUNT OF THIS
  NOTE TO BE REDEEMED OR REPAID AS REFLECTED ABOVE.

  REDEEMABLE AT OPTION OF: [THE COMPANY,] [THE HOLDER,] OR
  [THE COMPANY OR THE HOLDER]

  NOTICE PROVISIONS FOR REDEMPTION ON A STATED REDEMPTION
  DATE:

  





OTHER PROVISIONS:


        Sears Roebuck Acceptance Corp.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein referred to as the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to



or registered assigns, upon presentation and surrender of
this Note on the Maturity Date shown above or any earlier date of redemption at
the office or agency of the Company in the Borough of Manhattan of The City of
New York, or, at the option of the Holder, such office or agency, if any,
maintained by the Company in the city in which the principal executive offices
of the Company are located or the city in which the principal corporate trust
office of the Trustee is located, the principal sum of

	
      ___________________________

                 Principal
      Amount

    	
      __________________________________

                  Specified
      Currency

    


and to pay interest thereon at the rate per annum equal to
the Initial Interest Rate shown above until the first Interest Reset Date shown
above and thereafter at the rate determined in accordance with the provisions on
the reverse hereof depending on the Interest Rate Basis shown above.

        This Note will
bear interest from and including the Original Issue Date specified above or from
and including the most recent Interest Payment Date to which interest on this
Note has been paid or duly provided for.

        Interest on this
Note shall be payable in arrears on the Interest Payment Dates and on the
Maturity Date indicated above (or the date of redemption), except that if this
Note was originally issued between a Regular Record Date and an Interest Payment
Date, the first payment of interest will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. If any Interest Payment Date would
fall on a day that is not a Business Day (as defined below),
such Interest Payment Date shall be postponed to the next succeeding
Business Day, except that if the Interest Rate Basis on this Note is LIBOR and
such next Business Day falls in the next calendar month, such Interest Payment
Date shall be the next preceding Business Day. If the Maturity Date of this Note
(or the date of redemption) falls on a day that is not a Business Day, the
payment of interest and principal (and premium, if any) may be made on the next
succeeding Business Day with the same force and effect as if made at maturity,
and no interest on such payment shall accrue for the period from and after the
Maturity Date (or such date of redemption) to the date of such payment on such
next Business Day.

        The Regular Record
Date shall be the date 15 calendar days prior to each Interest Payment Date,
whether or not such date shall be a Business Day.

	
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        "Business
Day" as used herein means each Monday, Tuesday, Wednesday, Thursday and
Friday (a) that is not a legal holiday for banking institutions in any of
the City of Wilmington, Delaware, the City of Chicago, Illinois, The City of New
York, New York or the city in which the principal
corporate trust office of the Trustee is located; (b) if this Note is
denominated in a currency other than Dollars or the Euro, that is not a legal
holiday for banking institutions in any of the City of Wilmington, Delaware, the
City of Chicago, Illinois, The City of New York, New York, the city in which the
principal corporate trust office of the Trustee is located or

____________________________________________________________

            Principal
Financial Center of Country Issuing Currency

        (c) if the Specified Currency is
the Euro, that is a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open and is not a legal holiday
for banking institutions in any of the City of Wilmington, Delaware, the City of
Chicago, Illinois, The City of New York, New York, the City of Brussels, Belgium
or the city in which the principal corporate trust office of the Trustee is
located and (d) if the Interest Rate Basis with respect to this Note is LIBOR,
that is a day on which dealings in deposits in Dollars are transacted in the
London interbank market and is not a legal holiday for banking institutions in
any of the City of Wilmington, Delaware, the City of Chicago, Illinois, The City
of New York, New York or the city in which the principal corporate trust office
of the Trustee is located.

        The principal of (and premium, if
any), and interest on, this Note is payable by the Company in the Specified
Currency. Interest payable on any Interest Payment Date (other than Defaulted
Interest) shall be payable to the person who is the registered Holder at the
close of business in The City of New York on the immediately preceding Regular
Record Date. Interest payable upon redemption or at maturity (other than a
redemption or maturity occurring on an Interest Payment Date) will be paid to
the same person to whom the principal amount of this Note is payable.

        Any interest not punctually paid
or duly provided for on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder on such Interest Payment Date, and may be paid
to the Person in whose name this Note is registered at the close of business in
The City of New York on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice of which shall be given to Holders
not less than 10 days prior to such Special Record Date, or may be paid, at any
time in any other lawful manner, all as more fully set forth in the Indenture.
To the extent permitted by law and the Indenture, such Defaulted Interest shall
accrue interest at the rate borne by the Note from the date of such failure to
punctually pay or provide for such interest until such Defaulted Interest is
paid or duly provided for.

        Payment of principal of
(and premium, if any), and interest on, this Note (if the Holder of this
Note is a Depository as defined in the Indenture referred to on the reverse
hereof or a nominee of such a Depository) will be made in accordance with any
applicable provisions of such written agreement between the Company, the Trustee
and such Depository (or its nominee) as may be in effect from time to time or
(if the Holder of this Note holds an aggregate principal amount of $10,000,000
(or the equivalent in a Foreign Currency) or more of Notes with respect to which
such payment of principal (and premium, if any) or interest, as applicable, is
to be made on such day) will be made by wire transfer if the Holder shall have
designated in writing to the Trustee an account with a bank located in the
country issuing the Specified Currency (or, if the Specified Currency is the
Euro, an account located in any member state of the European Union that has
adopted the Euro) or such other country as shall be satisfactory to the Company
and the Trustee. If payment of interest is to be made by wire transfer, such
information must be received by the Trustee at its corporate trust office in the
Borough of Manhattan of The City of New York on or prior to the Regular Record
Date for an Interest Payment Date. The Trustee will, subject to applicable laws
and regulations and until it receives notice to the contrary, make such payment
to such Holder by wire transfer to the designated account. If a payment of
interest is not made in accordance with such a written agreement or by wire
transfer, payment will be made by check. Checks for payment of interest on an
Interest Payment Date will be mailed to the Holder at the address of such Holder
appearing on the Security Register on the applicable Regular Record Date.

        To receive payment of a
Dollar-denominated Note upon redemption or at maturity, a Holder must make
presentation and surrender of such Note on or before the Redemption Date or
Maturity Date, as applicable. 

	
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Payment (other than payment in accordance with a written agreement between
the Company, the Trustee and a Depository (or its nominee) as set forth above)
will be made by check unless proper wire instructions are on file with the
Trustee or are received at presentment. To receive payment of a Note denominated
in a Foreign Currency upon redemption or at maturity, a Holder must make
presentation and surrender such Note not less than two Business Days prior to
the Redemption Date or Maturity Date, as applicable. Upon presentation and
surrender of a Note denominated in a Foreign Currency at any time after the date
two Business Days prior to the Redemption Date or Maturity Date, as applicable,
the Company will pay the principal amount (and premium, if any) of such Note,
and any interest due upon redemption or at maturity, (unless the Redemption Date
or Maturity Date is an Interest Payment Date), two Business Days after such
presentation and surrender.

        The Notes will be direct,
unsecured and unsubordinated obligations of the Company and will rank equally
with all of the Company's other unsecured and unsubordinated indebtedness from
time to time outstanding.

            The
Company will pay any administrative costs imposed by banks in connection with
sending payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the Holders of the Notes in
respect of which payments are made.

        Notwithstanding the foregoing, if
Other Provisions apply to this Note as specified on the face hereof, this Note
shall be subject to the terms set forth in such Other Provisions.

        Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof, and such
further provisions shall for all purposes have the same effect as though fully
set forth at this place.

        This Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof or any
indenture supplemental hereto, or become valid or obligatory for any purpose,
until the certificate of authentication hereon shall have been signed by or on
behalf of the Trustee under such Indenture.

        IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal.

	
      Dated:

    	
      SEARS ROEBUCK ACCEPTANCE CORP.

       

      By ________________________________

      President

      By ________________________________

      Vice President

	
      CERTIFICATE OF AUTHENTICATION

      This is one of the Notes designated and referred

      to in the within-mentioned Indenture.

       

      BNY MIDWEST TRUST COMPANY,

      as Trustee

       

      By ____________________________

      Authorized Signatory

      
      [Corporate Seal]
	
      



 

	
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SEARS ROEBUCK ACCEPTANCE CORP.

Medium-Term Note Series VI


        This Note is one
of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Company (hereinafter called the "Securities") of
the series hereinafter specified, unlimited in aggregate principal amount, all
issued or to be issued under or pursuant to an indenture dated as of October 1,
2002, executed between the Company and BNY MIDWEST TRUST COMPANY, as Trustee; to
which indenture and all indentures supplemental thereto (herein collectively
called the "Indenture") reference is hereby made for a specification
of the rights and limitation of rights thereunder of the Holders of the
Securities, the rights and obligations thereunder of the Company and the rights,
duties and immunities thereunder of the Trustee and for the terms upon which the
Securities are to be authenticated and delivered. The Securities may be issued
in one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), may
be subject to different covenants and defaults and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as the
"Medium-Term Notes Series VI" (hereinafter referred to as the
"Notes") of the Company, of up to $1,000,000,000 in aggregate
principal amount. Although the Company may not issue more than $1,000,000,000 of
the Notes of this series, the Company may, from time to time, without the
consent of the Holder of this Note, issue additional Notes or other debt
securities having the same terms as this Note (other than the date of issuance,
the date interest, if any, begins to accrue and the offering price, which may
vary) that will form a single issue with this Note. BNY Midwest Trust Company
also serves as registrar and as Paying Agent in connection with the Notes. This
Note is not subject to any sinking fund. All terms used in this Note which are
defined in the Indenture and which are not otherwise defined in this Note shall
have the meanings assigned to them in the Indenture.

        This Note will
bear interest at a rate per annum equal to the Initial Interest Rate shown on
the face hereof until the first Interest Reset Date shown on the face hereof and
thereafter at the rate determined in accordance with the applicable provisions
below by reference to the Interest Rate Basis shown on the face hereof based on
the Index Maturity, if any, shown on the face hereof (i) plus or minus the
Spread, if any, specified on the face hereof, and/or (ii) multiplied by the
Spread Multiplier, if any, specified on the face hereof. The rate of interest on
this Note shall be reset on each Interest Reset Date; provided, however,
that the Initial Interest Rate shall be in effect from the Original Issue Date
to the first Interest Reset Date. If any Interest Reset Date would be a day that
is not a Business Day, the Interest Reset Date shall be postponed to the next
day that is a Business Day, except that if the Interest Rate Basis on this Note
is LIBOR and if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.

        The "Interest
Determination Date" pertaining to an Interest Reset Date, if the Interest
Rate Basis for this Note is the Commercial Paper Rate, Prime Rate or Federal
Funds Rate, shall be the Market Day (as defined below) preceding such Interest
Reset Date. The "Interest Determination Date" pertaining to an
Interest Reset Date, if the Interest Rate Basis for this Note is the LIBOR, CD
Rate or CMT Rate; shall be the second Market Day preceding such Interest Reset
Date. The "Interest Determination Date" pertaining to an Interest
Reset Date, if the Interest Rate Basis for this Note is the Treasury Rate, shall
be the day of the week in which such Interest Reset Date falls on which Treasury
bills would normally be auctioned. Treasury bills are usually sold at auction on
the Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that such auction may
be held on the preceding Friday. If the Interest Rate Basis on this Note is the
Treasury Rate and, as the result of a legal holiday, an auction is so held on
the preceding Friday, such Friday shall be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date, then, if the Interest
Rate Basis on this Note is the Treasury Rate, such Interest Reset Date shall
instead be the first Market Day immediately following such auction date. The
term "Market Day" means any day that is not a legal holiday for
banking institutions in The City of New York, except that if the Interest Rate
Basis on this Note is LIBOR, "Market Day" shall mean any such day on
which dealings in Dollar deposits are transacted in the London interbank market.

        The
"Calculation Date" pertaining to an Interest Determination Date shall
be the earlier of (i) the tenth calendar day after each Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day immediately preceding the applicable Interest Payment Date
or the date of maturity, redemption or repayment.

        Determination
of Commercial Paper Rate. If the Interest Rate Basis on this Note is the
Commercial Paper Rate, the Commercial Paper Rate with respect to this Note for
each Interest Reset Date shall equal the 

	
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Money Market Yield (calculated as described below) of the per
annum rate (quoted on a bank discount basis) for the relevant Interest
Determination Date for commercial paper having the Index Maturity specified on
the face hereof as such rate is published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15 (519) Selected Interest
Rates" or any successor publication of the Board of Governors of the
Federal Reserve System ("H.15 (519)") under the heading
"Commercial Paper - Nonfinancial" or such other heading representing
commercial paper of non-financial issuers whose bond rating is "AA,"
or the equivalent, from a nationally recognized statistical rating agency. In
the event that such rate is not published prior to 3:00 P.M., New York City
time, on the relevant Calculation Date, then the Commercial Paper Rate with
respect to such Interest Reset Date shall be the Money Market Yield of such rate
on such Interest Determination Date for commercial paper having the Index
Maturity specified on the face hereof as published in the daily update of H.15
(519), available through the world wide web site of the Board of Governors of
the Federal Reserve System at http://www.federalreserve.gov/releases/H15/update,
or any successor site or publication or such other recognized electronic source
used for the purpose of displaying the applicable rate ("H.15 Daily
Update"), under the heading "Commercial Paper - Nonfinancial,"
or another heading representing commercial paper of non-financial issuers whose
bond rating is "AA," or the equivalent, from a nationally recognized
statistical rating agency. If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or the H.15
Daily Update as described above, the Commercial Paper Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered per annum rates
(quoted on a bank discount basis), as of 11:00 A.M., New York City time, on such
Interest Determination Date, of three leading unaffiliated dealers of Dollar
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity specified on the face hereof placed for
an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized statistical rating agency; provided, however,
that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the Commercial Paper Rate with
respect to such Interest Reset Date shall be the Commercial Paper Rate in effect
on such Interest Determination Date.

        "Money Market
Yield" means for the rate which is quoted on a bank discount basis, a yield
(expressed as a percentage) calculated in accordance with the following formula:


  	
        Money Market
        Yield =

      	
             D
        X 360     X 100

        360 - (D X M)

      




where "D" refers to the per annum rate for a
security, quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the number of days in the period for which accrued
interest is being calculated.

        Determination
of Prime Rate. If the Interest Rate Basis on this Note is the Prime Rate,
the Prime Rate with respect to this Note for each Interest Reset Date shall
equal the rate set forth for the relevant Interest Determination Date in
H.15(519) under the heading "Bank Prime Loan." In the event that such
rate is not published prior to 3:00 P.M., New York City time, on the relevant
Calculation Date, then the Prime Rate with respect to such Interest Reset Date
shall be the rate on such Interest Determination Date as published in the H.15
Daily Update under the heading "Bank Prime Loan." In the event that
such rate is not published prior to 3:00 P.M., New York City time, on the
relevant Calculation Date, in either H.15 (519) or the H.15 Daily Update, then
the Prime Rate with respect to such Interest Reset Date shall be the arithmetic
mean of the rates of interest publicly announced by each bank that appears on
the display designated on the Reuters Monitor Money Rates Service (or any
successor service) on page "USPRIME1" (or such other page as may
replace the USPRIME1 page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks) ("Reuters Screen
USPRIME1 Page") as such bank's prime rate or base lending rate as in effect
for such Interest Determination Date as quoted on the Reuters Screen USPRIME1
Page as of 11:00 a.m. New York City time on such Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1 Page on such
Interest Determination Date, the Prime Rate with respect to such Interest Reset
Date shall be the arithmetic mean of the prime rates or base lending rates
(quoted on the basis of the actual number of days in the year divided by a
360-day year) as of the close of business on such Interest Determination Date by
three major unaffiliated banks in The City of New York selected by the
Calculation Agent; provided, however, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the Prime Rate with respect to such Interest Reset Date will be the
Prime Rate in effect on such Interest Determination Date.

        Determination
of LIBOR. If the Interest Rate Basis on this Note is LIBOR, LIBOR with
respect to this Note for each Interest Reset Date shall be determined in
accordance with the following provisions:

	
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            (i) On the relevant Interest
    Determination Date, LIBOR will be the rate for deposits in Dollars having
    the Index Maturity specified on the face hereof, commencing on the second
    Market Day immediately following such Interest Determination Date that
    appears on page 3750 of Moneyline Telerate, Inc., as displayed on "BBAM"
    (British Bankers Association Official BBA LIBOR Fixings) in The Bloomberg
    Professional Service, or any other service that may replace Moneyline
    Telerate, Inc. on page BBAM or such other page as may replace that page on
    the Bloomberg Professional Service or a successor service, in each case, for
    the purposes of displaying London interbank offered rates of major banks
    ("Bloomberg Page BBAM"), as of 11:00 A.M., London time, on such
    Interest Determination Date. If such rate does not appear on Bloomberg Page
    BBAM, LIBOR with respect to such Interest Reset Date shall be determined as
    described in (ii) below.

            (ii) With
    respect to an Interest Determination Date on which no such rate appears on
    Bloomberg Page BBAM as described in (i) above, LIBOR shall be determined on
    the basis of the rates at approximately 11:00 A.M., London time, on such
    Interest Determination Date at which deposits in Dollars having the Index
    Maturity specified on the face hereof are offered to prime banks in the
    London interbank market by four major banks in the London interbank market
    selected by the Calculation Agent commencing on the second Market Day
    immediately following such Interest Determination Date and in a principal
    amount equal to an amount of not less than U.S.$1,000,000 that in the
    Calculation Agent's judgment is representative for a single transaction in
    such market at such time (a "Representative Amount"). The
    Calculation Agent shall request the principal London office of each of such
    banks to provide a quotation of its rate. If at least two such quotations
    are provided, LIBOR with respect to such Interest Reset Date shall be the
    arithmetic mean of such quotations. If fewer than two quotations are
    provided, LIBOR with respect to such Interest Reset Date shall be the
    arithmetic mean of the rates quoted at approximately 11:00 A.M., New York
    City time, on such Interest Determination Date by three major unaffiliated
    banks in The City of New York, selected by the Calculation Agent, for loans
    in Dollars to leading European banks having the Index Maturity specified on
    the face hereof commencing on the Interest Reset Date and in a
    Representative Amount; provided, however, that if fewer than three
    banks selected as aforesaid by the Calculation Agent are quoting as
    mentioned in this sentence, LIBOR with respect to such Interest Reset Date
    shall be the LIBOR in effect on such Interest Determination Date.

  



        Determination
of Treasury Rate. If the Interest Rate Basis on this Note is the Treasury
Rate, the Treasury Rate with respect to this Note for each Interest Reset Date
shall equal


  
            (i) the rate
    for the auction (the "Auction") on the relevant Interest
    Determination Date of direct obligations of the United States
    ("Treasury bills") having the Index Maturity specified on the face
    hereof as that rate appears on the display designated as "AUCR US"
    on The Bloomberg Professional Service (or any successor service) opposite
    the caption "INVESTMENT RT" (or any other page as may replace that
    page on that service), or

            (ii) if the
    appropriate page referred to in clause (i) is not displayed by 3:00 P.M. New
    York City time, on such Calculation Date, the Bond Equivalent Yield of the
    auction rate of the applicable Treasury bills as announced by the United
    States Department of the Treasury, or

            (iii) if the
    appropriate page referred to in clause (i) is not published as provided in
    clause (i), or if the rate referred to in clause (ii) is not so announced by
    the United States Department of the Treasury, or if the Auction is not held,
    the Bond Equivalent Yield of the rate on the relevant Interest Determination
    Date of the applicable Treasury bills as published in H.15 (519) under the
    heading "U.S. Government Securities/Treasury Bills/Secondary
    Market," or

            (iv) if the
    rate referred to in clause (iii) is not so published by 3:00 P.M., New York
    City time, on the relevant Calculation Date, the rate on the relevant
    Interest Determination Date of the applicable Treasury bills as published in
    the H.15 Daily Update under the heading "U.S. Government
    Securities/Treasury Bills/Secondary Market," or

    (v) if the rate referred to in clause (iv) is not so
    published by 3:00 P.M. New York City time, on the relevant Calculation Date,
    the rate on the relevant Interest Determination Date calculated by the
    Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of the
    secondary market bid rates as of approximately 3:30 P.M., New York City
    time, on such Interest Determination Date, of three primary 

  



	
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    unaffiliated United States government securities dealers
    in The City of New York selected by the Calculation Agent for the issue of
    Treasury bills with a remaining maturity closest to the Index Maturity
    specified on the face hereof; or

            (vi) if fewer
    than three dealers selected as aforesaid by the Calculation Agent are
    quoting as mentioned in clause (v), the Treasury Rate with respect to such
    Interest Reset Date shall be the Treasury Rate in effect on such Interest
    Determination Date.

  



        "Bond
Equivalent Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula: 


  	
        Bond Equivalent
        Yield =

      	
             D
        x N        X 100

        360 - (D x M)

      




where "D" refers to the per annum rate for Treasury
bills, quoted on a bank discount basis and expressed as a decimal; and "N
" refers to 365 or 366, as the case may be, and "M" refers to the
number of days in the period for which accrued interest is being calculated.

        Determination
of CD Rate. If the Interest Rate Basis on this Note is the CD Rate, the CD
Rate with respect to this Note for each Interest Reset Date shall equal the rate
for the relevant Interest Determination Date for negotiable Dollar certificates
of deposit having the Index Maturity specified on the face hereof as published
in H.15(519) under the heading "CDs (Secondary Market)". In the event
that such rate is not published prior to 3:00 P.M., New York City time, on the
relevant Calculation Date, then the CD Rate with respect to such Interest Reset
Date shall be the rate on such Interest Determination Date for negotiable Dollar
certificates of deposit having the Index Maturity specified on the face hereof
as published in the H.15 Daily Update, under the heading "CDs (Secondary
Market)." If by 3:00 P.M., New York City time, on such Calculation Date
such rate is not published in either H.15(519) or the H.15 Daily Update the CD
Rate with respect to such Interest Reset Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the secondary market
offered rates, as of 10:00 A.M., New York City time, on such Interest
Determination Date, of three leading unaffiliated nonbank dealers of negotiable
Dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable Dollar certificates of deposit of major United
States money market banks with a remaining maturity closest to the Index
Maturity specified on the face hereof in an amount that is representative for a
single transaction in that market at that time; provided, however, that
if fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the CD Rate with respect to such Interest
Reset Date shall be the CD Rate in effect on such Interest Determination Date.

        Determination
of Federal Funds Rate. If the Interest Rate Basis on this Note is the
Federal Funds Rate, the Federal Funds Rate with respect to this Note for each
Interest Reset Date shall equal the rate on the relevant Interest Determination
Date for Dollar Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)" as displayed on the
Bloomberg Professional Service (or any successor service) on page FEDL01 (or
any other page as may replace such page on that service) ("Bloomberg Page
FEDL01"). In the event that such rate does not appear on Bloomberg Page
FEDL01 or is not published prior to 3:00 P.M., New York City time, on the
relevant Calculation Date, then the Federal Funds Rate with respect to such
Interest Reset Date will be the rate for Dollar Federal Funds on such Interest
Determination Date as published in the H.15 Daily Update under the heading
"Federal Funds (Effective)". If by 3:00 P.M., New York City time, on
such Calculation Date such rate is not published in either H.15(519) or the H.15
Daily Update, the Federal Funds Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and shall be the arithmetic mean of
the rates, prior to 9:00 A.M., New York City time, on such Interest
Determination Date, for the last transaction in overnight Federal Funds arranged
by three leading unaffiliated brokers of Federal Funds transactions in The City
of New York selected by the Calculation Agent; provided, however, that if
fewer than three brokers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Federal Funds Rate with respect to
such Interest Reset Date shall be the Federal Funds Rate in effect on such
Interest Determination Date.

        Determination
of CMT Rate. If the Interest Rate Basis on this Note is the CMT Rate, the
CMT Rate with respect to this Note for each Interest Reset Date shall equal the
rate displayed on the Bloomberg Professional Service (or any successor service)
on page NDX H15 3 (or any successor page on such
service) under the heading "Treasury Const. Mat.11" for Mondays
approximately 3:45 P.M., at the row for the Designated CMT Maturity Index for (i)
if the daily average is specified on the face hereof, the rate on such Interest
Determination 

	
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Date and (ii) if the weekly or monthly average is specified
on the face hereof, the week, or the month, as applicable, ended immediately
preceding the week or month, as applicable in which the related Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 P.M., New York City time, on the relevant
Calculation Date, the CMT Rate shall be such treasury constant maturity rate for
the Designated CMT Maturity Index as published in the relevant H.15(519) under
the heading "Treasury Constant Maturities". If such rate is not
published by 3:00 p.m., New York City time, on the Calculation Date, then the
CMT Rate will be the treasury constant maturity rate set forth in the H.15 Daily
Update, under the heading "Treasury Constant Maturities". If such rate
is not published by 3:00 P.M., New York City time, on the relevant Calculation
Date, the CMT Rate shall be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the Interest Determination Date with respect
to such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on Bloomberg Page NDX H15 3 and published in the relevant
H.15(519). If such information is not published by 3:00 P.M., New York City
time, on the relevant Calculation Date, the CMT Rate shall be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing bid side prices as of approximately 3:30 P.M.,
New York City time, on the Interest Determination Date reported, according to
their written records, by three leading unaffiliated primary United States
government securities dealers (each, a "Reference Dealer") in The City
of New York selected by the Calculation Agent (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated CMT
Maturity Index in a principal amount that is representative for a single
transaction in the securities in that market at that time and a remaining term
to maturity of not less than such Designated CMT Maturity Index minus one year.
If three or four (and not five) of such Reference Dealers are quoting, than the
CMT Rate shall be based on the arithmetic mean of the bid prices obtained and
neither the highest nor the lowest of such quotes will be eliminated. If the
Calculation Agent cannot obtain three such Treasury Note quotations, the CMT
Rate shall be calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market bid side prices as
of approximately 3:30 P.M., New York City time, on the Interest Determination
Date of three Reference Dealers in The City of New York (from five such
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for Treasury Notes
with an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in a principal amount that is representative
for a single transaction in the securities in that market at that time. If three
or four (and not five) of such Reference Dealers are quoting, than the CMT Rate
shall be based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting, the CMT Rate shall be the CMT Rate in effect on such Interest
Determination Date. If two Treasury Notes with an original maturity as described
in the second preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used.

        Notwithstanding
the foregoing, the interest rate on this Note shall not be greater than the
Maximum Rate, if any, or less than the Minimum Rate, if any, shown on the face
hereof. The interest rate on this Note will in no event be higher than the
maximum rate permitted by Delaware law, as the same may be modified by United
States federal law of general application.

        At the request of
the Holder hereof, the Calculation Agent will provide to the Holder hereof the
interest rate then in effect and, if determined, the interest rate which will
become effective as of the next Interest Reset Date. The Calculation Agent shall
calculate the interest rate hereon in accordance with the provisions hereof on
or before each Calculation Date. The Calculation Agent's determination of any
interest rate will be final and binding in the absence of manifest error.

        Unless otherwise
specified on the face of this Note, accrued interest on this Note from the date
of issue or from the last date to which interest has been paid shall be
calculated by multiplying the face amount hereof by an accrued interest factor.
Unless otherwise specified on the face of this Note, such accrued interest
factor is computed by adding the interest factor calculated for each day from
the date of issue, or from the last date to which interest has been paid,
whichever is later, to but excluding the date for which accrued interest is
being calculated. Unless otherwise specified on the face of this Note, the
interest factor (expressed as a decimal,

	
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rounded if necessary to the nearest one hundred thousandth of
a percentage point for each such day, with five one-millionths of a percentage
point rounded upward) shall be computed by dividing the interest rate (expressed
as a decimal) applicable to such date by 360 if the Interest Rate Basis with
respect to this Note is the Commercial Paper Rate, Prime Rate, LIBOR, CD Rate or
Federal Funds Rate, or by the actual number of days in the year, if the Interest
Rate Basis with respect to this Note is the Treasury Rate or the CMT Rate. The
applicable interest rate on any Interest Reset Date will be the interest rate as
reset on such date. The applicable interest rate on any other day will be the
interest rate from the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate).

        Payments of
interest on this Note with respect to any Interest Payment Date or Maturity Date
(or date of redemption) will include interest accrued to but excluding such
Interest Payment Date or Maturity Date (or date of redemption).

        The Notes are
issuable only in registered form without coupons and will be either (a)
book-entry Notes represented by one or more global notes (each a "Global
Note") recorded in the book-entry system maintained by the Depository
("Book-Entry Notes") or (b) certificated notes issued to, and
registered in the names of, the beneficial owners or their nominees
("Certificated Notes"). Notes are issuable in minimum denominations of
(i) in the case of Notes denominated in Dollars, U.S.$1,000 and in any larger
amount in integral multiples of U.S. $1,000 and (ii) in the case of Notes
denominated in any Foreign Currency, the equivalent in such Foreign Currency
determined in accordance with the Market Exchange Rate for such Foreign Currency
on the Business Day immediately preceding the date on which the Company accepts
an offer to purchase a Note, of U.S.$1,000 (rounded down to an integral multiple
of 1,000 units of the Foreign Currency but in no event rounded down to fewer
than 1,000 units of such Foreign Currency), and in any larger amount in integral
multiples of 1,000 units of such Foreign Currency (each, an "Authorized
Denomination"). In the manner and subject to the limitations provided in
the Indenture, the Global Notes or Certificated Notes are exchangeable, without
charge except for any tax or other governmental charge imposed in relation
thereto, for other Notes of authorized denominations for a like aggregate
principal amount, at the office or agency of the Company in the Borough of
Manhattan of The City of New York, or, at the option of the Holders thereof,
such office or agency, if any, maintained by the Company in the city in which
the principal executive offices of the Company are located or the city in which
the principal corporate trust office of the Trustee is located.

        Unless this Note
is denominated in Dollars, in the event that the currency in which this Note is
denominated is not available for payment at a time at which any payment is
required hereunder due to the imposition of exchange controls or other
circumstances beyond its control, the Company may, in full satisfaction of its
obligation to make such payment, make instead a payment in an equivalent amount
of Dollars, determined in accordance with the Market Exchange Rate for such
currency on the latest date for which such rate was established on or before the
date on which payment is due, and such substituted payment of Dollars shall not
constitute a default under this Note or the Indenture.

        Unless this Note
is denominated in Dollars, the Company will indemnify the Holder of this Note
against any loss incurred as a result of any judgment or order being given or
made for any amount due under this Note and that judgment or order requiring
payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (a) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of that judgment or order; and (b) the rate of exchange
at which the Holder, on the date of payment of that judgment or order, is able
to purchase the Specified Currency with the amount of the Judgment Currency
actually received.

        If a Redemption
Commencement Date is specified above, this Note may be redeemed, whether or not
any other Note is concurrently redeemed, at the option of the Company, as a
whole, or from time to time in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 or such minimum Authorized Denomination), on any
Business Day on or after the Redemption Commencement Date and prior to the
Maturity Date, upon mailing by first-class mail, postage prepaid, a notice of
such redemption not less than 30 nor more than 60 calendar days prior to the
Redemption Date, to the Holder of this Note at such Holder's address appearing
in the Security Register, as provided in the Indenture (provided that, if the
Holder of this Note is a Depository or a nominee of a Depository, notice of such
redemption shall be given in accordance with any applicable provisions of such
written agreement between the Company, the Trustee and such Depository (or its
nominee) as may be in effect from time to time), at the Redemption Price
specified on the face of this Note (expressed in percentages of the principal
amount hereof to be redeemed) together in each case with interest accrued to the
Redemption Date (subject to the right of the 

	
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Holder of record on a Regular Record Date to receive interest
due on an Interest Payment Date). If a Stated Redemption Date or Stated
Redemption Dates are specified above this Note may be redeemed or repaid,
whether or not any other Note is concurrently redeemed or repaid, at the option
of the Company, the Holder, or either the Company or the Holder, as specified
above, as a whole or in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 or such minimum Authorized Denomination), on such
Stated Redemption Date, at the Redemption Price set forth in the table above
(expressed in percentages of the principal amount hereof to be redeemed),
together in each case with interest accrued to the Redemption Date (subject to
the right of the Holder of record on a Regular Record Date to receive interest
due on an Interest Payment Date) upon delivery of the notice specified above.
Any election by the Holder of this Note to have all or any portion of this Note
repaid shall be irrevocable. If the Holder of this Note is a Depository or a
nominee of a Depository, any redemption will also be conducted in accordance
with the procedures of the Depository. In the event of redemption of this Note
in part only, a new Note or Notes of this series, and of like tenor, for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.

        In case a default,
as defined in the Indenture, shall occur and be continuing with respect to the
Notes, the principal amount of all Notes then outstanding under the Indenture
may be declared or may become due and payable upon the conditions and in the
manner and with the effect provided in the Indenture. The Indenture provides
that such declaration may in certain events be annulled by the Holders of a
majority in principal amount of the Notes outstanding.

        To the extent
permitted by, and as provided in, the Indenture, modifications or alterations of
the Indenture, or of any indenture supplemental thereto, and of the rights and
obligations of the Company and the Holders of the Notes, may be made without the
consent of any Holders of Notes, for the limited purposes described in Section
11.1 of the Indenture.

        To the extent
permitted by, and as provided in, the Indenture, modifications or alterations of
the Indenture, or of any indenture supplemental thereto, and of the rights and
obligations of the Company and the Holders of the Notes, may be made with the
consent of the Company by the affirmative vote or consent of the Holders of not
less than a majority in aggregate principal amount of the Securities then
outstanding (as defined in the Indenture) of each series to be affected,
evidenced as provided in the Indenture; provided, however, that no such
modification or alteration shall (i) change the stated maturity of the principal
of (and premium, if any), or the interest on, any Security, or reduce the
principal amount of (and premium, if any), or the rate of interest on, any
Security, or change the Currency in which the principal of (and premium, if
any), or interest on, such Security is denominated or payable, or reduce the
amount of the principal of an Original Issue Discount Security that would be
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.1 of the Indenture without the consent of the Holder of each
outstanding Security so affected, or (ii) reduce the percentage of Securities,
the vote or consent of the Holders of which is required for such modifications
and alterations, without the consent of the Holders of all Securities affected.
The Indenture also provides that, provided the Securities of any series shall
not then be due and payable by reason of a declaration pursuant to Section 6.1
of the Indenture, the Holders of a majority in principal amount of the
Securities of that series then outstanding may waive any past default with
respect to Securities of such series under the Indenture and its consequences,
except a default in the payment of interest on or the principal of (or premium,
if any, on), any of such Securities.

        No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest
on this Note at the place, at the respective times, at the rate, and in the
Currency, herein prescribed.

        This Note is
transferable by the registered Holder hereof or by his attorney duly authorized
in writing at the office or agency of the Company in the Borough of Manhattan of
The City of New York or, at the option of the Holder hereof, such office or
agency, if any, maintained by the Company in the city in which the principal
executive offices of the Company are located or the city in which the principal
corporate trust office of the Trustee is located, without charge except for any
tax or other governmental charge imposed in relation thereto, but only in the
manner and subject to the limitations provided in the Indenture and upon
surrender of this Note. Upon any such transfer a Note or Notes of authorized
denominations for a like aggregate principal amount and bearing a number not
contemporaneously outstanding will be issued in exchange herefor.

        The Company, the
Trustee, any Authenticating Agent, any paying agent and any Security registrar
may 

	
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deem and treat the registered Holder hereof as the absolute
owner hereof (whether or not this Note shall be overdue and notwithstanding any
notice of ownership or other writing hereon by anyone other than the Company or
any Security registrar) for the purpose of receiving payment of or on account of
the principal hereof (and premium, if any), and interest hereon, and for all
other purposes, and none of the Company, the Trustee, an Authenticating Agent, a
paying agent or the Security registrar shall be affected by any notice to the
contrary. All such payments shall be valid and effectual to satisfy and
discharge the liability upon this Note to the extent of the sum or sums so paid.

        No recourse under
or upon any obligation, covenant or agreement of the Indenture or of this Note,
or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that the Indenture and this Note are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by the incorporators, stockholders, officers or
directors, as such, of the Company or of any successor corporation, or any of
them, because of the creation of the indebtedness authorized by the Indenture,
or under or by reason of the obligations, covenants or agreements contained in
the Indenture or this Note or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness authorized by the Indenture, or under or by reason of the
obligations, covenants or agreements contained in the Indenture or this Note or
implied therefrom, are, by acceptance of this Note, hereby expressly waived and
released as a condition of, and as consideration for, the issue of this Note. In
the event of any sale or transfer of its assets and liabilities substantially as
an entirety to a successor corporation, the predecessor corporation may be
dissolved and liquidated as more fully set forth in the Indenture.

        All Dollar amounts
used in or resulting from calculations referred to in this Note shall be rounded
to the nearest cent (with one half cent being rounded upwards).

        This Note shall be
governed by, and construed in accordance with, the internal laws of the State of
Delaware.

	
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ASSIGNMENT FORM


To assign this Note, fill in the form below:

I or we assign and transfer this Note to

 

(Insert assignee's social security or tax I.D. no.)

__________________________________________________________________________________

(Print or type assignee's name, address and zip code)

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________


  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 _____________________________________

        __________________________________________________________________________________

        (Sign exactly as your name appears on the other side of this Note. The
        signature to this assignment must be guaranteed pursuant to Rule 17Ad-15
        under the Securities Exchange Act of 1934 by a commercial bank or trust
        company having its principal office or a correspondent in The City of
        New York or by a member of The New York Stock Exchange.)

      

    

  




	
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