Exhibit 4.3

THE CLOROX
COMPANY

OFFICERS’
CERTIFICATE PURSUANT TO THE INDENTURE

March 3,
2008

     Reference is
made to the Indenture (the “Indenture”), dated as of October 9, 2007, between
The Clorox Company, a Delaware corporation (the “Company”), and The Bank of New
York Trust Company, N.A., as trustee (the “Trustee”), in connection with the
issuance of $500,000,000 of the Company’s 5.00% Senior Notes due 2013 (the
“Notes”). Unless otherwise defined herein, capitalized terms used in this
certificate have the meaning assigned to them in the Indenture. This certificate
is issued pursuant to Section 301 of the Indenture.

     We, Charles
R. Conradi and Daniel J. Heinrich, the duly appointed Vice President - Treasurer
and Senior Vice President and Chief Financial Officer, respectively, of the
Company, HEREBY CERTIFY that:

          1. We have read the provisions of the Indenture setting forth
conditions precedent to authentication and delivery by the Trustee of the Notes
and all definitions in the Indenture relating thereto;

          2. We have examined: (i) the resolutions of the Board of
Directors of the Company (the “Board”) adopted on February 7, 2008; (ii) such
agreements, certificates of public officials and certificates of officers or
other representatives of the Company; and (iii) such other documents,
certificates and corporate or other records as we have deemed necessary as a
basis for the opinions hereinafter expressed;

          3. In the opinion of each of the undersigned, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not the conditions referred to above have been
complied with;

          4. We are of the opinion that the conditions to be satisfied
by the Company as set forth in the Indenture relating to the authentication and
delivery of the Notes have been complied with; and

          5. Pursuant to Section 301 of the Indenture, the terms and
conditions of the Notes are established and approved to be the
following:

	        	a.	        	Title:
				 
		 		“5.00% Senior
      Notes due 2013.”
		 
		b.		Aggregate
      Principal Amount:
		 
		 		The Notes are
      not limited as to the aggregate principal amount of such series that the
      Company may issue. The Notes have an aggregate original principal amount
      of $500,000,000. The Company may create and issue additional securities
      having the same terms and conditions as the Notes in all respects, except
      for issue date, issue price and, if applicable, the first payment of
      interest on such additional securities. Additional securities issued in
      this manner will be consolidated with and will form a single series with
      the Notes.


1





	        	c.	        	Form of
      Security:
		 
		 		The Notes will be issued in
      global form, with the form of the Note attached hereto as Exhibit A.
		 
		d.		Principal Repayment
      Date:
		 
		 		The Notes will mature on
      March 1, 2013.
		 
		e.		Interest:
		 
		 		Interest on the Notes shall
      be paid at the rate of 5.00% per annum. Interest on the Notes shall accrue
      from March 3, 2008 or from the most recent Interest Payment Date to which
      interest has been paid or duly provided for, semi-annually on March 1 and
      September 1 in each year, commencing September 1, 2008. The Regular Record
      Dates shall be February 15 and August 15.
		 
		f.		Place of Payment of
      Interest and Principal:
		 
		 		The Corporate Trust Office
      of the Trustee.
		 
		g.		Redemption
      Provisions:
		 
		 		The redemption provisions
      of Article 11 of the Indenture, including, without limitation, Section
      1108(b), are applicable to the Notes, with the number of basis points to
      be added to the applicable Treasury Yield in determining the discount rate
      in Section 1108(b) equal to 35 basis points.
		 
		h.		Sinking Fund
      Obligations:
		 
		 		The Notes shall not contain
      any Sinking Fund provisions and Article 12 of the Indenture is
      inapplicable to the Notes.
		 
		i.		Denominations:
		 
		 		$2,000 and integral
      multiples of $1,000 in excess thereof.
		 
		j.		Additional Principal
      Payable Upon an Event of Default:
		 
		 		Not
      applicable.
		 
		k.		Inapplicability of, or
      Additional, Events of Default:
				 
				Not applicable. 


2





	        	1.	        	Trustee Other than The Bank of New York Trust Company,
      N.A.:
				 
		 	 	Not
      applicable. 
				 
		m.	 	Payment of Principal and Interest in Non-U.S. Dollar
      Currencies:
				 
			 	Not
      applicable. 
				 
		n.	 	Payment of Principal and Interest in Non-U.S. Dollar Currencies
      at Election of the Company:
			 	 
			 	Not
      applicable. 
				 
		o.	 	Currency Determination Agent:
				 
			 	Not
      applicable. 
				 
		p.	 	Satisfaction and Discharge Provisions Other Than as Set Forth in
      the Indenture:
				 
			 	Not
      applicable. 
				 
		q.	 	Date of Global Securities if Other Than Original Issuance
      Date:
				 
			 	Not
      applicable. 
				 
		r.	 	Guarantees:
				 
			 	Not
      applicable. 
				 
		s.	 	Other Terms:
				 
			 	Section 1004 contained in the Indenture shall not apply to the
      Notes and shall be replaced by the following:
				 
				
      Section 1004. Offer to Repurchase Upon Change
      of Control Triggering Event.

				 
				
             (A) Upon the occurrence of a Change of Control Triggering
      Event, unless the Company has exercised its right to redeem the Securities
      of such series pursuant to Section 1108, each Holder will have the right
      to require the Company to repurchase all or any part (equal to $2,000 or
      an integral multiple of $1,000 in excess thereof) of each Holder’s
      Securities pursuant to the offer described below (the “Change of Control
      Offer”) at a purchase price equal to 101% of the aggregate principal
      amount thereof plus accrued and unpaid interest, if any, to the date of
      purchase (the “Change of Control
Payment”).




3





	        	     	        	
      Within 30 days following any
      Change of Control Triggering Event, the Company shall mail a notice to
      each Holder (with a written copy of such notice to the Trustee) describing
      the transaction or transactions that constitute the Change of Control
      Triggering Event and offering to repurchase the Securities on the date
      specified in the notice, which date will be no later than 30 days and no
      later than 60 days from the date such notice is mailed (the “Change of
      Control Payment Date”), pursuant to the procedures required herein and
      described in such notice. The Company shall comply with the requirements
      of Rule 14e-1 under the Exchange Act and any other securities laws and
      regulations thereunder to the extent such laws and regulations are
      applicable in connection with the repurchase of the Securities as a result
      of a Change of Control Triggering Event. To the extent that the provisions
      of any securities laws or regulations conflict with this Section 1004(A),
      the Company will comply with the applicable securities laws and
      regulations and will not be deemed to have breached its obligations under
      this Section 1004 by virtue of such
      conflicts.

				 
				
             (B) On the Change of Control
      Payment Date, the Company shall, to the extent lawful, (i) accept for
      payment all the Securities or portions thereof properly tendered pursuant
      to the Change of Control Offer, (ii) deposit with the Paying Agent an
      amount equal to the Change of Control Payment in respect of all the
      Securities of such series or portions thereof properly tendered and (iii)
      deliver or cause to be delivered for cancellation to the Trustee the
      Securities properly accepted together with an Officers’ Certificate
      stating the aggregate principal amount of the Securities or portions
      thereof being purchased by the Company. The Paying Agent shall promptly
      mail to each Holder of the Securities properly tendered the Change of
      Control Payment for such Securities, and the Trustee, upon receipt of a
      Company Request, shall promptly authenticate and mail (or cause to be
      transferred by book entry) to each Holder a new Security of such series
      equal in principal amount to any unpurchased portion of the Securities
      surrendered by such Holder, if any; in denominations as set forth in the
      Indenture.

				 
				
      The following definitions
      shall be included in the Indenture with respect to the
      Notes:

				 
				
             “Below Investment Grade
      Rating Event” means the Securities of a series are rated below an
      Investment Grade Rating by each of the Rating Agencies on any date from
      the date of the public notice of an arrangement that could result in a
      Change of Control until the end of the 60-day period following public
      notice of the occurrence of the Change of Control (which 60-day period
      shall be extended so long as the rating of the Securities of such series
      is under publicly announced consideration for possible downgrade by any of
      the Rating Agencies); provided, that a Below Investment Grade
      Rating Event otherwise arising by virtue of a particular reduction in
      rating shall not be deemed to have occurred in respect of a particular
      Change of Control (and thus shall not be deemed a Below Investment Grade
      Rating Event for purposes of the definition of Change of Control
      Triggering Event hereunder) if the Rating Agencies making the reduction in
      rating to which this definition would otherwise apply do not announce or
      publicly confirm or inform the Trustee in writing at its request that the
      reduction was the result, in whole or in part, of any event or
      circumstance comprised of or arising as a result of, or in respect of, the
      applicable Change of Control (whether or not the applicable Change of
      Control shall have occurred at the time of the Below Investment Grade
      Rating Event).



4





	        	     	        	
             “Change of
      Control” means the occurrence of any of the following: (1) the
      direct or indirect sale, transfer, conveyance or other disposition (other
      than by way of merger or consolidation), in one or a series of related
      transactions, of all or substantially all of the properties or assets of
      the Company and its Subsidiaries taken as a whole to any “person” (as that
      term is used in Section 13(d)(3) of the Exchange Act) other than the
      Company or one of its Subsidiaries; (2) the adoption of a plan relating to
      the liquidation or dissolution of the Company; (3) the consummation of any
      transaction (including, without limitation, any merger or consolidation)
      the result of which is that any “person” (as defined above), becomes the
      beneficial owner, directly or indirectly, of more than 50% of the
      Company’s Voting Stock; or (4) the first day on which a majority of the
      members of the Company’s Board of Directors are not Continuing
      Directors.

				 
				
             “Change of
      Control Triggering Event” means the occurrence of both a Change
      of Control and a Below Investment Grade Rating Event.

				 
				
             “Investment Grade Rating” means a rating equal to or
      higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
      equivalent) by S&P.

				 
				
             “Moody’s” means Moody’s Investors Service,
      Inc.

				 
				
             “Rating
      Agencies” means (1) each of Moody’s and S&P; and (2) if
      either of Moody’s or S&P ceases to rate the Securities of such series
      or fails to make a rating of the Securities of such series publicly
      available for reasons outside of the Company’s control, a “nationally
      recognized statistical rating organization” within the meaning of Rule
      15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as
      certified by a Board Resolution) as a replacement agency for Moody’s or
      S&P, or both, as the case may be.

				 
				
             “S&P” means
      Standard & Poor’s Ratings Services, a division of The McGraw Hill
      Companies, Inc.



5





	        	     	        	
      The definitions of
      the following terms contained in the Indenture shall not apply to the
      Notes and shall be replaced by the following:

				 
				
             “Comparable Treasury Price” means, with respect to
      any redemption
      date:

				 
				
      	the average of the bid and the asked prices
        for the Comparable Treasury Issue, expressed as a percentage of its
        principal amount, at 4:00 p.m. on the third business day preceding that
        redemption date, as set forth on “Reuters Page USAUCTION10” or “Reuters
        Page USAUCTION11,” the successor to Telerate Page 500, or such other
        page as may replace Reuters Page USAUCTION10 or Reuters Page
        USAUCTION11; or
 
        
	if Reuters Page USAUCTION10 or Reuters Page
        USAUCTION11, or any successor page, is not displayed or does not contain
        bid and/or asked prices for the Comparable Treasury Issue at that time,
        the average of the Reference Treasury Dealer Quotations obtained by the
        Company for that redemption date, after excluding the highest and lowest
        of such Reference Treasury Dealer Quotations, or, if the Company is
        unable to obtain at least four such Reference Treasury Dealer
        Quotations, the average of all Reference Treasury Dealer Quotations
        obtained by the Company.


				 
				
             “Independent Investment Banker” means Citigroup
      Global Markets Inc., J.P. Morgan Securities Inc., or Wachovia Capital
      Markets, LLC, as selected by the Company or, if all such firms are
      unwilling or unable to select the applicable Comparable Treasury Issue, an
      independent investment banking institution of national standing appointed
      by the Company.

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

				 
				
      The first sentence
      of Section 403 contained in the Indenture shall not apply to the Notes and
      shall be replaced by the following:

				 
				
      Upon the
      Company’s exercise under Section 401 of the option applicable to this
      Section 403, the Company shall be released from any obligations under the
      covenants contained in Sections 801, 1004, 1007, 1008 and 1009 hereof (and
      any other covenant in addition to those set forth herein applicable to the
      Securities of any series pursuant to Section 301 hereof specified to be
      released as provided under this Section 403) with respect to the
      Outstanding Securities of the particular series, along with any additional
      covenants contained in such Security or any supplemental Indenture in
      connection therewith, on and after the date the conditions set forth below
      in Section 404 are satisfied (hereinafter, “Covenant defeasance”), and the
      Securities of that series shall thereafter be deemed not “Outstanding” for
      the purposes of any direction, waiver, consent or declaration or act of
      Holders (and the consequences of any thereof) in connection with such
      covenants, but shall continue to be deemed “Outstanding” for all other
      purposes hereunder (it being understood that such Securities shall not be
      deemed outstanding for accounting
purposes).



6





	        	     	        	
      The first sentence of Section 406
      contained in the Indenture shall not apply to the Notes and shall be
      replaced by the following:

				 
				
             Notwithstanding the
      satisfaction and discharge of this Indenture and of the Securities of a
      particular series referred to in Sections 401, 402, 404, or 405, the
      respective obligations of the Company and the Trustee for the Securities
      of a particular series under Sections 303, 304, 305, 309, 407, 408, 409,
      410, and 508, Article Six, and Sections 701, 702, 1002, 1003, 1004 and
      1006, shall survive with respect to the Securities of that series until
      the Securities of that series are no longer outstanding, and thereafter
      the obligations of the Company and the Trustee for the Securities of a
      particular series with respect to that series under Sections 407, 408,
      409, and 410 shall survive.



[Signatures on
following page]

7




     IN
WITNESS WHEREOF, the undersigned have executed this certificate as of the date
first written above.


	By:  	/s/ Charles R. Conradi 	 
		Name: 
        	Charles R.
      Conradi 
		Title: 	Vice
      President—Treasurer 
	 
	 
	By:  	/s/ Daniel J. Heinrich 	 
		Name:    	Daniel J.
      Heinrich 
		Title: 	Senior Vice President
      &Chief Financial Officer 




[Signature Page to Officers’
Certificate – Indenture]




EXHIBIT
A

FORM OF
NOTE



 

 

 

 

 

 

A-1




     THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE SECURITIES IN
CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.

     UNLESS THIS SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), 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.

THE CLOROX
COMPANY

5.00% Senior Notes
due 2013

	No.
      1 	CUSIP NO. 189054 AQ2 
	 	ISIN NO. US189054AQ22 



     $500,000,000
as revised by “Exchanges
of Interests
in the Global Security,” attached hereto

     The Clorox
Company, a corporation duly organized and existing under the laws of the State
of Delaware (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
FIVE HUNDRED MILLION DOLLARS ($500,000,000), or such greater or lesser amount
set forth on “Exchanges of Interests in the Global Security,” attached hereto,
on March 1, 2013 and to pay interest thereon from March 3, 2008 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on March 1 and September 1 in each year, commencing September
1, 2008, at the rate of 5.00% per annum, until the principal hereof is paid or
made available for payment; provided that any principal and any such
installment of interest that is overdue shall bear interest at the rate of 5.00%
per annum (to the extent that payment of such interest shall be legally
enforceable) from the dates such amounts are due until they are paid or made
available for payment. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The interest so payable, and punctually paid or duly
provided for (except for Defaulted Interest), on any Interest Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be February 15 or
August 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date even if the Securities are cancelled, repurchased or
redeemed after the Regular Record Date and on or before the Interest Payment
Date.

A-2




Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.

     Payments in
respect of the Securities represented by a Global Security (including principal,
premium, if any, and interest) will be made by the transfer of immediately
available funds to the accounts specified by DTC or any successor
depositary.

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

[Signatures on the
following page]

A-3




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

     In Witness Whereof, the Company has
caused this instrument to be duly executed.

Dated: March 3,
2008


	THE CLOROX COMPANY 
	 
	 
	By:  	   
	 	Name:   	Charles R. Conradi 
		Title: 	Vice
      President – Treasurer 
	 
	 
	By:  	   
		Name:   	Daniel
      J. Heinrich 
		Title: 	Senior
      Vice President – Chief Financial Officer 
	




     This is one
of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

Dated: March 3,
2008

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

		 
	By:  	 
    
	 	Authorized Signatory 



A-4




(Form of Reverse of
Security)

     This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued under an Indenture, dated as of October 9, 2007
(herein called the “Indenture”, which term shall have the meaning assigned to it
in such instrument), between the Company and The Bank of New York Trust Company,
N.A., as trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture and
all indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

     The Securities are subject to
redemption prior to the Stated Maturity upon not less than 30 nor more than 60
days’ notice by mail, at any time, as a whole or from time to time, in part, at
the election of the Company, at a Redemption Price equal to the greater of (1)
100% of the principal amount of the Securities to be redeemed or (2) the sum of
the present values of the remaining scheduled payments on the Securities to be
redeemed consisting of principal and interest, exclusive of interest accrued to
the Redemption Date, discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus 35 basis points, plus accrued and unpaid interest to the Redemption
Date; provided, that interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities of
record at the close of business on the relevant Regular Record Dates referred to
on the face hereof, all as provided in the Indenture.

     Upon the
occurrence of a Change of Control Triggering Event, each Holder of the
Securities will have the right to require the Company to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
such Holder’s Securities pursuant to a Change of Control Offer provided for in
the Indenture (pursuant to an Officers’ Certificate under the Indenture dated
March 3, 2008) at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest, if any, thereon, to
the Change of Control Payment Date. Within 30 days following any Change of
Control Triggering Event, the Company shall mail to each Holder a notice setting
forth the procedures governing such Change of Control Offer as required by the
Indenture.

     In the event
of redemption or repurchase of this Security in part only, a new Security or
Securities of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

     The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

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

A-5




     The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification or waiver of the rights and obligations of the
Company and the rights of the Holders of the Securities to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of more than 50% in aggregate principal amount of the Securities at the
time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of more than 50% in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all of the
Securities, to waive compliance with certain provisions of the Indenture and
certain past Defaults (other than with respect to nonpayment or in respect of a
provision that cannot be amended without the written consent of each Holder
affected) under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

     As provided
in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities,
the Holders of not less than 25% in aggregate principal amount of the Securities
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee satisfactory indemnity, and the Trustee shall not have received from
the Holders of a majority in aggregate principal amount of the Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

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

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

     The
Securities are issuable only in registered form without coupons in denominations
of $2,000 and integral multiples of $1,000 thereof. As provided in the Indenture
and subject to certain limitations therein set forth, the Securities are
exchangeable for a like aggregate principal amount of the Securities of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

A-6




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

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

     The
Indenture and the Securities shall be governed by, and construed in accordance
with, the laws of the State of New York.

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

A-7




ASSIGNMENT FORM 

To assign this
Security, fill in the form below and have your signature guaranteed: (I) or (we)
assign and transfer this Note to


	(Insert assignee’s soc. sec. or tax I.D. no.)
  
	  
	 
	 
	 
	 
	 
	 
	(Print or
      type assignee’s name, address and zip code)  
	 
	
      and irrevocably appoint
      ____________________________________________________________ agent to
      transfer this Security on the books of the Company. The agent may
      substitute another to act for him. 

	 
	 



	Date:  	 	 	Your
      Name:  	 
	  	       
                         
                   (Print your name exactly as it appears on the face of this
      Note)  
	  
	  	Your
      Signature:  	 
	  	       
                         
                 (Sign
      exactly as your name appears on the face of this Note)  
	  
		Signature
      Guarantee*: 	 






____________________
 

	*	      	Participant in a
      recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the Trustee).



A-8




OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this
Security purchased by the Company pursuant to Section 1004 of the Indenture,
check the box below: 

     [_] Section 1004 

     If you want
to elect to have only part of the Note purchased by the Company pursuant to
Section 1004 of the Indenture, state the amount you elect to have purchased:

 
$ ______________

	Date:  	 	 	Your
      Signature: 	 	 
	  		(Sign exactly as
      your name appears on the face of this Note)  
	  
		Tax Identification
      No: 	 



	Signature Guarantee*:  
	 
	  	 
	  
	(*Participant in
      a Recognized Signature  	 
	Guarantee Medallion Program)  


A-9




EXCHANGES OF INTERESTS IN THE
GLOBAL SECURITY

     The
following exchanges of a part of this Global Security for an interest in another
Global Security or for a definitive Security, or exchanges of a part of another
Global Security or definitive Security for an interest in this Global Security,
have been made:

							Principal		Signature
      of
			Amount of		Amount of		Amount of this		authorized
			decrease in		increase in		Global Security		signatory of
		 	Principal	 	Principal		following such		Trustee or
	Date of	 	Amount of this	 	Amount of this	 	decrease (or	 	Security
	Exchange	    
      	Global
      Security	    
      	Global
      Security	    
      	increase)	    
      	Custodian



 

 

 

 

A-10