exv4w4



 







Exhibit 4.4




[FORM OF NOTE DUE 2009]




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE 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 A BENEFICIAL INTEREST HEREIN.



     TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.



 









 





ORACLE CORPORATION

Floating Rate Note due 2009




			
	No.
	 	CUSIP No.:
ISIN No.:






$





     ORACLE CORPORATION, a Delaware corporation (the “Company”, which term includes any successor
corporation), for value received promises to pay to CEDE & CO. or registered assigns, the principal
sum of                 DOLLARS on January 13, 2009.



     Interest Payment Dates: January 13, April 13, July 13 and October 13 (each, an “Interest
Payment Date”), commencing on July 13, 2006.



     Interest Record Dates: the Business Day preceding the Interest Payment Date (the “Interest
Record Date”).



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



 









 





     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officer.



	 	 	 	 	 
	 	ORACLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





     This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.



Dated: April  , 2006




	 	 	 	 	 
	 	CITIBANK, N.A.,

     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




 









 





(REVERSE OF NOTE)




ORACLE CORPORATION

Floating Rate Note due 2009




     1.      Interest.



     The Issuer promises to pay interest on the principal amount of this Note at the rate per annum
described above. Cash interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from January 13, 2006. The Issuer will
pay interest quarterly in arrears on each Interest Payment Date, commencing July 13, 2006.
Interest will be computed on the basis of the actual number of days in an interest period and a
360-day year.



     The Issuer shall pay interest on overdue principal from time to time on demand at the rate
borne by the Notes and on overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful.



     The interest rate for each interest period will be determined by the calculation agent.
Initially, Citibank, N.A. will act as calculation agent. The Issuer may change any calculation
agent without notice to the Holders. The interest rate for a particular interest period will be a
per annum rate equal to three-month LIBOR as determined on the interest determination date plus
0.23%. The interest determination date for an interest period will be the second London business
day preceding such interest period.



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



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



     If no offered rate appears on “Telerate Page 3750” or Bloomberg L.P. page “BBAM” on an
interest determination date at approximately 11:00 a.m., London time, then the calculation agent
(after consultation with the Issuer) will select four major banks in the London interbank market
and shall request each of their principal London offices to provide a quotation of the rate at
which three-



 









 







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



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



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



     2.      Paying Agent.



     Initially, Citibank, N.A. (the “Trustee”) will act as paying agent. The Issuer may change any
paying agent without notice to the Holders.



     3.      Indenture; Defined Terms.



     This Note is one of the Floating Rate Notes due 2009 (the “Notes”) issued under an Indenture,
dated as of January 13, 2006, among the Company, Oracle Systems
Corporation and the Trustee, and an Officers’
Certificate dated January 13, 2006, issued pursuant to Section 2.01 and Section 2.03 thereto
(together, the “Indenture”). This Note is a “Security” and the Notes are “Securities” under the
Indenture.



     For purposes of this Note, the “Issuer” means the Company. Unless otherwise defined herein,
capitalized terms herein are used as defined in the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of
the Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in
effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and holders of Notes are referred to
the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and
this Note are inconsistent, the terms of the Indenture shall govern.



 









 





     4.      Denominations; Transfer; Exchange.



     The Notes are in registered form, without coupons, in denominations of $1,000 and multiples of
$1,000. A Holder shall register the transfer or exchange of Notes in accordance with the
Indenture. The Issuer may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue,
authenticate, register the transfer of or exchange any Notes or portions thereof for a period of
fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the
transfer or exchange of any Note selected for redemption in whole or in part.



     5.      Registration Rights



     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated January 13, 2006, between the Company, Oracle Systems
Corporation and the Initial Purchasers named
therein (the “Registration Rights Agreement”). The interest rate on this Note will increase by a
rate of 0.25% per annum upon the occurrence of certain events specified in the Registration Rights
Agreement for the periods specified therein.



     6.      Amendment; Supplement; Waiver.



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



     7.      Redemption.



     The Issuer may at its option redeem any of the Notes in whole or in part at any time on or
after January 16, 2007, at the principal amount of the Notes being redeemed, plus accrued interest.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment
of the redemption price, on and after the



 









 







redemption date, interest will cease to accrue on the Notes or portions thereof called for
redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be
selected by lot by the Depositary, in the case of Notes represented by a Global Note, or by the
Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not
represented by a Global Note.



     8.      Defaults and Remedies.



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



     9.      Authentication.



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



     10.      Abbreviations and Defined Terms.



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



     11.      CUSIP Numbers.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No



 









 







representation is made as to the accuracy of such numbers as printed on the Notes and reliance
may be placed only on the other identification numbers printed hereon.



     12.      Governing Law.



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



 









 





 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to




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




(Insert assignee’s soc. sec. or tax I.D. No.)




     and irrevocably appoint                     agent to transfer this Note on the books of
the Issuer. 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.


	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Signature 	 
	 	 	 	 
	 



Signature Guarantee:




	 	 	 
	 

	 	 
	Signature must be guaranteed

	 	Signature






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.




 




 









 





SCHEDULE OF EXCHANGES OF NOTES



The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:






	 	 	 	 	 	 	 	 	Principal amount of	 	 	 
	 	 	 	 	 	 	 	 	this Global Note	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of
	 	 	in principal amount	 	 	in principal amount	 	 	decrease (or	 	 	authorized officer of
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee





 









 





[FORM OF NOTE DUE 2011]




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE 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 A BENEFICIAL INTEREST HEREIN.


TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.




 









 





ORACLE CORPORATION

5.00% Note due 2011




			
	No.
	 	CUSIP No.:
ISIN No.:






$





     ORACLE CORPORATION, a Delaware corporation (the “Company”, which term includes any successor
corporation), for value received promises to pay to CEDE & CO. or registered assigns, the principal
sum of                 DOLLARS on January 15, 2011.



     Interest Payment Dates: January 15 and July 15 (each, an “Interest Payment Date”), commencing
on July 15, 2006.



     Interest Record Dates: January 1 and July 1 (each, an “Interest Record Date”).



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



 









 





     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officer.



	 	 	 	 	 
	 	ORACLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





     This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.



Dated: April  , 2006




	 	 	 	 	 
	 	CITIBANK, N.A.,

     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




 









 





(REVERSE OF NOTE)




ORACLE CORPORATION

5.00% Note due 2011




     1.      Interest.



     The Issuer promises to pay interest on the principal amount of this Note at the rate per annum
shown above. Cash interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from January 13, 2006. The Issuer will pay
interest semi-annually in arrears on each Interest Payment Date, commencing July 15, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months in a manner
consistent with Rule 11620(b) of the NASD Uniform Practice Code.



     The Issuer shall pay interest on overdue principal from time to time on demand at the rate
borne by the Notes and on overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful.



     2.      Paying Agent.



     Initially, Citibank, N.A. (the “Trustee”) will act as paying agent. The Issuer may change any
paying agent without notice to the Holders.



     3.      Indenture; Defined Terms.



     This Note is one of the 5.00% Notes due 2011 (the “Notes”) issued under an Indenture, dated as
of January 13, 2006, among the Company, Oracle Systems
Corporation and the Trustee, and an Officers’ Certificate
dated January 13, 2006, issued pursuant to Section 2.01 and Section 2.03 thereto (together, the
“Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture.



     For purposes of this Note, the “Issuer” means the Company. Unless otherwise defined herein,
capitalized terms herein are used as defined in the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of
the Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in
effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and holders of Notes are referred to
the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and
this Note are inconsistent, the terms of the Indenture shall govern.



 









 





     4.      Denominations; Transfer; Exchange.



     The Notes are in registered form, without coupons, in denominations of $1,000 and multiples of
$1,000. A Holder shall register the transfer or exchange of Notes in accordance with the
Indenture. The Issuer may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue,
authenticate, register the transfer of or exchange any Notes or portions thereof for a period of
fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the
transfer or exchange of any Note selected for redemption in whole or in part.



5.      Registration Rights




     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated January 13, 2006, between the Company,  Oracle Systems
Corporation and the Initial Purchasers named
therein (the “Registration Rights Agreement”). The interest rate on this Note will increase by a
rate of 0.25% per annum upon the occurrence of certain events specified in the Registration Rights
Agreement for the periods specified therein.



     6.      Amendment; Supplement; Waiver.



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



     7.      Redemption.



     The Issuer may at its option redeem any of the Notes in whole or in part at any time, each at
a redemption price calculated by the Issuer equal to the greater of:



     (i) 100% of the principal amount of the Notes to be redeemed, and




 









 







     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points,


plus in each case accrued interest thereon to the date of redemption.




     Notwithstanding the foregoing, installments of interest on Notes that are due and payable on
interest payment dates falling on or prior to a redemption date will be payable on the interest
payment date to the registered Holders as of the close of business on the relevant record date
according to the Notes and the Indenture.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if
only one Reference Treasury Dealer Quotation is received, such quotation.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means (i) Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. or Wachovia Capital Markets, LLC (or their respective affiliates that are Primary Treasury
Dealers) and their respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the obligor will substitute therefor another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Issuer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.



 









 





     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment
of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected by lot by the Depositary, in the case of Notes
represented by a Global Note, or by the Trustee by a method the Trustee deems to be fair and
appropriate, in the case of Notes that are not represented by a Global Note.



     8.     Defaults and Remedies.



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



     9.     Authentication.



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



     10.     Abbreviations and Defined Terms.



     Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as:
TEN COM (= tenants in common), TEN ENT (= tenants



 









 




by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




     11.     CUSIP Numbers.



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



     12.     Governing Law.



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



 









 




 




ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to




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




(Insert assignee’s soc. sec. or tax I.D. No.)






     and irrevocably appoint                      agent to transfer this Note on the books of
the Issuer. 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.

	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Signature 	 
	 	 	 	 
	 



Signature Guarantee:




	 	 	 
	 

	 	 
	Signature must be guaranteed

	 	Signature






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.





 




 









 





SCHEDULE OF EXCHANGES OF NOTES



The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:





	 	 	 	 	 	 	 	 	Principal amount of	 	 	 
	 	 	 	 	 	 	 	 	this Global Note	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of
	 	 	in principal amount	 	 	in principal amount	 	 	decrease (or	 	 	authorized officer of
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee






 









 





[FORM OF NOTE DUE 2016]




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE 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 A BENEFICIAL INTEREST HEREIN.


TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.




 









 





ORACLE CORPORATION

5.25% Note due 2016




			
	No.
	 	CUSIP No.:
	 
	 	ISIN No.:
	 	 	 
	 
	 	$






     ORACLE CORPORATION, a Delaware corporation (the “Company”, which term includes any successor
corporation), for value received promises to pay to CEDE & CO. or registered assigns, the principal
sum of                 DOLLARS on January 15, 2016.



     Interest Payment Dates: January 15 and July 15 (each, an “Interest Payment Date”), commencing
on July 15, 2006.



     Interest Record Dates: January 1 and July 1 (each, an “Interest Record Date”).



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



 









 





     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officer.



	 	 	 	 	 
	 	ORACLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





     This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.



Dated: April  , 2006




	 	 	 	 	 
	 	CITIBANK, N.A.,

   as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




 









 





(REVERSE OF NOTE)




ORACLE CORPORATION

5.25% Note due 2016




     1.     Interest.



     The Issuer promises to pay interest on the principal amount of this Note at the rate per annum
shown above. Cash interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from January 13, 2006. The Issuer will pay
interest semi-annually in arrears on each Interest Payment Date, commencing July 15, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months in a manner
consistent with Rule 11620(b) of the NASD Uniform Practice Code.



     The Issuer shall pay interest on overdue principal from time to time on demand at the rate
borne by the Notes and on overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful.



     2.     Paying Agent.



     Initially, Citibank, N.A. (the “Trustee”) will act as paying agent. The Issuer may change any
paying agent without notice to the Holders.



     3.     Indenture; Defined Terms.



     This Note is one of the 5.25% Notes due 2016 (the “Notes”) issued under an Indenture, dated as
of January 13, 2006, among the Company, Oracle Systems
Corporation and the Trustee, and an Officers’ Certificate
dated January 13, 2006, issued pursuant to Section 2.01 and Section 2.03 thereto (together, the
“Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture.



     For purposes of this Note, the “Issuer” means the Company. Unless otherwise defined herein,
capitalized terms herein are used as defined in the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of
the Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in
effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and holders of Notes are referred to
the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and
this Note are inconsistent, the terms of the Indenture shall govern.



 









 





     4.     Denominations; Transfer; Exchange.



     The Notes are in registered form, without coupons, in denominations of $1,000 and multiples of
$1,000. A Holder shall register the transfer or exchange of Notes in accordance with the
Indenture. The Issuer may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue,
authenticate, register the transfer of or exchange any Notes or portions thereof for a period of
fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the
transfer or exchange of any Note selected for redemption in whole or in part.



5.     Registration Rights




     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated January 13, 2006, between the Company, Oracle Systems
Corporation and the Initial Purchasers named
therein (the “Registration Rights Agreement”). The interest rate on this Note will increase by a
rate of 0.25% per annum upon the occurrence of certain events specified in the Registration Rights
Agreement for the periods specified therein.



     6.     Amendment; Supplement; Waiver.



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



     7.     Redemption.



     The Issuer may at its option redeem any of the Notes in whole or in part at any time, each at
a redemption price calculated by the Issuer equal to the greater of:



     (i) 100% of the principal amount of the Notes, and



     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis points,
plus in each case accrued interest thereon to the date of redemption.



 









 





     Notwithstanding the foregoing, installments of interest on Notes that are due and payable on
interest payment dates falling on or prior to a redemption date will be payable on the interest
payment date to the registered Holders as of the close of business on the relevant record date
according to the Notes and the Indenture.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if
only one Reference Treasury Dealer Quotation is received, such quotation.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means (i) Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. or Wachovia Capital Markets, LLC (or their respective affiliates that are Primary Treasury
Dealers) and their respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the obligor will substitute therefor another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Issuer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment
of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected by lot by the



 









 





     Depositary, in the case of Notes represented by a Global Note, or by the Trustee by a method
the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a
Global Note.



     8.     Defaults and Remedies.



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



     9.     Authentication.



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



     10.     Abbreviations and Defined Terms.



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



     11.     CUSIP Numbers.



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



     12.     Governing Law.



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



 









 




 




ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to




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




(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint                      agent to transfer this Note on the books of
the Issuer. 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.


	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Signature 	 
	 	 	 	 
	 



Signature Guarantee:




	 	 	 
	 

	 	 
	Signature must be guaranteed

	 	Signature






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.




 




 









 





SCHEDULE OF EXCHANGES OF NOTES



The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:





	 	 	 	 	 	 	 	 	Principal amount of	 	 	 
	 	 	 	 	 	 	 	 	this Global Note	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of
	 	 	in principal amount	 	 	in principal amount	 	 	decrease (or	 	 	authorized officer of
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee