THE CLOROX
COMPANY
___________________________________

SECOND SUPPLEMENTAL
INDENTURE
Dated as of November 9, 2009

To

INDENTURE
Dated as of
October 9, 2007
as supplemented by the
FIRST SUPPLEMENTAL
INDENTURE
Dated as of November 9, 2009

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Trustee

_____________________________________

Senior Debt
Securities

 

 

 

 





SECOND SUPPLEMENTAL
INDENTURE

     SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated
as of November 9, 2009, is between The Clorox Company, a Delaware corporation
(the “Issuer”), and Wells Fargo Bank, National Association, a national banking
association (“Trustee”).

W I T N E S S E T H
:

     WHEREAS, the Issuer and the Trustee are
parties to an Indenture dated as of October 9, 2007 between the Issuer and The
Bank of New York Mellon Trust Company (“BNYMTC”), as supplemented by the First
Supplemental Indenture, dated as of November 9, 2009, among the Issuer, BNYMTC,
and the Trustee (the “Indenture”), which, pursuant to Section 301 of the
Indenture, provides for the issuance of an unlimited amount of Securities in one
or more series;

     WHEREAS, the Issuer wishes to issue
senior notes designated as 3.55% Senior Notes due 2015 in the aggregate
principal amount of $300,000,000 (the “Notes”);

     WHEREAS, pursuant to Section 901 of the
Indenture, the Issuer and the Trustee are authorized to execute and deliver this
Supplemental Indenture without the consent of any holder of Securities issued
under the Indenture;

     WHEREAS, the Issuer, by action duly
taken, has authorized the execution of this Supplemental Indenture and the
issuance of the Notes;

     WHEREAS, all actions necessary to make
the Notes (when executed by the Issuer and completed, authenticated, and
delivered by the Trustee as required by the Indenture) the valid and binding
obligations of the Issuer and to constitute this document a valid and binding
Supplemental Indenture according to its terms have been duly taken;
and

     WHEREAS, in accordance with Sections 102
and 903 of the Indenture, there has been delivered to the Trustee on the date
hereof an Officers’ Certificate and Opinion of Counsel certifying that this
Supplemental Indenture complies with applicable provisions of the
Indenture.

     NOW THEREFORE, in consideration of the
foregoing and the mutual premises and covenants contained herein and for other
good and valuable consideration, the parties hereto agree as
follows:

	1)	       	DEFINITIONS.
      Capitalized terms used but not defined in this Supplemental Indenture
      shall have the specified meanings set forth in the
    Indenture.




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	2)	       	AMENDMENT OF
      INDENTURE:



(i) Section
1004 contained in the Indenture 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”). 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 earlier
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.

(ii) The following definitions shall be included in the Indenture with
respect to the Securities:

     “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).


A-3






     “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, 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.

(iii) The definitions of the
following terms contained in the Indenture shall not apply to the Notes and
shall be replaced by the definitions set forth
below:

     “Comparable Treasury Price”
means, with respect to any redemption date, (1) the Reference Treasury Dealer
Quotation for such redemption date, after excluding the highest and lowest of
the Reference Treasury Dealer Quotations, or, (2) if the Company is unable to
obtain at least three 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 Wells Fargo
Securities, 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.


A-4






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

(iv) 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).

(v) 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.

	3)	       	ISSUE OF NOTES.
      The Notes shall be executed, authenticated and delivered in accordance
      with the provisions of and, except as provided under Clause 2 hereof,
      shall in all respects be subject to the terms, conditions, and covenants
      of the Indenture. The aggregate principal amount of the Notes created
      hereby, which may be authenticated and delivered under this Supplemental
      Indenture, shall be limited initially to $300,000,000; however, an
      unlimited amount of additional Securities may be issued as provided in
      Section 301 of the Indenture.
	 
	4)		FORM OF NOTES;
      INCORPORATION OF TERMS. The Notes and the Trustee’s certificate of
      authentication thereto shall be substantially in the form provided in
      Exhibit A to this Supplemental Indenture,
      the terms of which are hereby incorporated in and made a part of this
      Supplemental Indenture.
	 
	5)		RATIFICATION OF
      INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly
      amended hereby, the Indenture is in all respects ratified and confirmed
      and all terms, conditions and provisions thereof shall remain in full
      force and effect. This Supplemental Indenture shall form a part of the
      Indenture for all purposes, and every holder of Securities (whether
      heretofore or hereafter authenticated and delivered) shall be bound
      hereby.
	 
	6)		GOVERNING LAW.
      This Supplemental Indenture shall be governed by, and construed in
      accordance with, the laws of the State of New
  York.



A-5








	7)		CONFLICTS WITH TRUST INDENTURE ACT. If any
      provision hereof limits, qualifies or conflicts with another provision
      hereof that is required to be included in this Supplemental Indenture by
      any provision of the Trust Indenture Act of 1939, as amended, such
      required provision shall control.
			 
	8)	       	COUNTERPARTS. This
      Supplemental Indenture may be executed and delivered in any number of
      counterparts, each of which when so executed and delivered shall be deemed
      to be an original, and all such counterparts shall together constitute but
      one and the same instrument.
	 
	9)		EFFECT OF HEADINGS. The
      section headings herein are for convenience only and shall not affect the
      construction hereof.
	 
	10)		SUCCESSORS AND ASSIGNS. All
      covenants and agreements in this Supplemental Indenture by the Company
      shall bind its successors and assigns, whether so expressed or
      not.
	 
	11)		SEPARABILITY CLAUSE. In
      case any provision in this Supplemental Indenture shall be invalid,
      illegal or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired
      thereby.



A-6






     IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above.


	COMPANY: 
	 
	THE CLOROX COMPANY 
	 
	 
	By:
        	 
		Name: 
		Title: 
	 
	By:   	 
		Name: 
		Title: 
	 
	 
	 
	TRUSTEE: 
	 
	WELLS FARGO BANK,
    NATIONAL 
	ASSOCIATION, as
    Trustee 
	 
	 
	By:   	 
		Name: 
		Title: 




A-7






EXHIBIT
A

 

 

 

 

 

 

 

 

 

 


A-8






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

3.55% Senior Notes
due 2015

	No.
      1 	  CUSIP NO. 189054
      AR0
	 	 ISIN NO. US189054
    AR05



$300,000,000
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 THREE HUNDRED
MILLION DOLLARS ($300,000,000), or such greater or lesser amount set forth on “Exchanges
of Interests in the Global Security,” attached hereto, on November 1, 2015 and
to pay interest thereon from November , 2009 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on May 1 and November 1 in each year, commencing May 1, 2010, at the rate of
3.55% 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 3.55%
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 April 15 or October 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-9






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-10






     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: November 9,
2009


	THE CLOROX COMPANY 
	 
	 
	By:   	 
		Name: 
		Title: 
	 
	 
	By:   	 
		Name: 
		Title: 




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

Dated: November 9,
2009

WELLS FARGO BANK, NATIONAL
ASSOCIATION,
    as Trustee

	By:   	 
	 	Authorized
      Signatory 










(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 (the
“Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York Mellon Trust Company,
N.A. (“BNYMTC”), as trustee, as supplemented by the First Supplemental Indenture
dated as of November 9, 2009 among the Company, BNYMTC, and Wells Fargo Bank,
National Association, as trustee, and the Second Supplemental Indenture dated as
of November 9, 2009 between the Company and Wells Fargo Bank, National
Association (the “Trustee,” which term includes any successor trustee under the
Indenture) (the Indenture, as amended by the First Supplemental Indenture and
the Second Supplemental Indenture is herein called 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 20 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 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.

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.


A-12






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.

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-13






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).








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) 








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