Exhibit
4.1

       

      UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITORY”) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      


      


      
        
          
            	
                    REGISTERED

                  	
                    REGISTERED

                  


          

        

      

       

      THE
DOW CHEMICAL COMPANY

       

      7.60%
NOTES DUE 2014

      


      CUSIP NO.
260543 BW 2

      ISIN NO.
US260543BW21

      
        	No. R-[__]	
                US$[___________]

              


      

       

       

      THE DOW
CHEMICAL COMPANY, a Delaware corporation (herein called the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of [__________________] DOLLARS (US$[__________]) on
May 15, 2014, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, and to pay interest thereon semi-annually on each May 15 and November 15
(each an “Interest Payment Date”), commencing November 15, 2009 and at maturity
on said principal sum, in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts, at the rate per annum specified in the title of this Security, or
as may be adjusted pursuant to the terms hereof, from the May 15 or November 15,
as the case may be, next preceding the date of this Security to which interest
has been paid, unless the date hereof is a date to which interest has been paid,
in which case from the date of this Security, or unless no interest has been
paid on this Security, in which case from May 13, 2009, until payment of said
principal sum has been made or duly provided for.  Payments of such
principal and interest shall be made at the office or agency of the Company in
Chicago, Illinois, which, subject to the right of the Company to vary or
terminate the appointment of such agency, shall initially be at the principal
office of The Bank of New York Mellon Trust Company, N.A., Two North LaSalle
Street, Chicago, Illinois  60602; provided, that
payment of interest may be made at the option of the Company by check mailed to
the address of the person entitled thereto as such address shall appear on the
Security register; provided, further that so long
as CEDE & CO. or another nominee of the Depository is the registered owner
of this Security payments of principal and interest will be made in immediately
available funds through the Depository’s Same-Day Funds Settlement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      System.  Notwithstanding
the foregoing, if the date hereof is after April 30 or October 31, as the case
may be, and before the following May 15 or November 15, this Security shall bear
interest from such May 15 or November 15; provided, that if the
Company shall default in the payment of interest due on such May 15 or November
15, then this Security shall bear interest from the next preceding May 15 or
November 15, to which interest has been paid or, if no interest has been paid on
this Security, from May 13, 2009.  The interest payable on any May 15
or November 15 will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this
Security is registered at the close of business on the April 30 or October 31
(each a “Record Date”), as the case may be, next preceding such May 15 or
November 15, and the interest payable at maturity will be payable to the person
to whom the principal hereof shall be payable.

      


      Reference
is made to the further provisions of this Security set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

      


      This
Security shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee under
the Indenture referred to on the reverse hereof.

      


      


      


      [Signatures
appear on next page]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, THE DOW CHEMICAL COMPANY has caused this instrument to be
signed by facsimile by its duly authorized representative.

      


      Dated:
May 13, 2009

      


      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	Attest:	 	THE DOW CHEMICAL
      COMPANY
	 	 	 	 	 
	 	
                                     

                                  	
                                     

                                  	 	
                                     

                                  
	 	 	 	 	 
	By:  	 	 	By:  	 	 
	 	W. Michael
      McGuire	 	 	Fernando
    Ruiz	 
	 	Assistant
      Secretary	 	 	Corporate Vice
      President and Treasurer	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

       

       

       

       

       

       

      
 

      


      


      


      


      


      Notes Due
2014 R-[__]

      


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

      


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

       

      
        
          	 	
                  The
      Bank of New York Mellon Trust

                        Company, N.A., as
      Trustee

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Authorized
      Signatory	 
	 	 	  	 	 
	 	 	 	 	 


        

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      THE
DOW CHEMICAL COMPANY

      


      7.60%
NOTES DUE 2014

      


      


      Section
1.  General.  This
Note is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of May 1, 2008 (the “Indenture”), between The Dow Chemical
Company (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as
trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made 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.  This Security is one of the
Securities of the series designated on the face hereof.

      


      


      Section
2.  Interest
Rate Adjustment.  The interest rate payable on this Security
shall be subject to adjustments from time to time if either Moody’s (as defined
below) or S&P (as defined below) or, if either Moody’s or S&P ceases to
rate the Securities or fails to make a rating of the Securities 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 us as a replacement agency for Moody’s or
S&P (a “substitute rating agency”) downgrades (or subsequently upgrades) the
credit rating assigned to the Securities, in the manner described
below.

      


      If the
rating from Moody’s (or any substitute rating agency thereof) of the Securities
is decreased to a rating set forth in the immediately following table, the
interest rate on this Security will increase such that it will equal the
interest rate set forth on the face of this Security plus the percentage set
forth opposite the ratings from the table below:

       

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                
                                  Moody’s
      Rating*

                                

                              	
                                  

                              	
                                Percentage

                              	 
	
                                Ba1

                              	
                                  

                              	0.25%	 
	
                                Ba2

                              	
                                  

                              	0.50%	 
	
                                Ba3

                              	
                                  

                              	0.75%	 
	
                                B1
      or below

                              	
                                  

                              	1.00%	 


                      

                    

                  

                

              

            

          

        

      

      


      
        	
                * 

              	
                Including
      the equivalent ratings of any substitute rating
  agency.

              


      

       

      If the
rating from S&P (or any substitute rating agency thereof) of the Securities
is decreased to a rating set forth in the immediately following table, the
interest rate on this Security will increase such that it will equal the
interest rate set forth on the face of this Security plus the percentage set
forth opposite the ratings from the table below:

       

       

      
        
          
            
              
                	
                        
                          S&P Rating*

                        

                      	
                          

                      	
                        Percentage

                      	 
	
                        BB+

                      	
                          

                      	0.25%	 


              

            

          

        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          BB

                                        	
                                            

                                        	0.50%	 
	
                                          BB-

                                        	
                                            

                                        	0.75%	 
	
                                          B+
      or below

                                        	
                                            

                                        	1.00%	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      
        
          	
                  * 

                	
                  Including
      the equivalent ratings of any substitute rating
  agency.

                


        

      

       

      If at any
time the interest rate on this Security has been adjusted upward and either
Moody’s or S&P (or, in either case, a substitute rating agency thereof), as
the case may be, subsequently increases its rating of the Securities to any of
the threshold ratings set forth above, the interest rate on this Security will
be decreased such that the interest rate for this Security equals the interest
rate set forth on the face of this Security plus the percentages set forth
opposite the ratings from the tables above in effect immediately following the
increase in rating. If Moody’s (or any substitute rating agency thereof)
subsequently increases its rating of the Securities to Baa3 (or its equivalent,
in the case of a substitute rating agency) or higher, and S&P (or any
substitute rating agency thereof) increases its rating to BBB- (or its
equivalent, in the case of a substitute rating agency) or higher the interest
rate on this Security will be decreased to the interest rate set forth on the
face of this Security. In addition, the interest rates on this Security will
permanently cease to be subject to any adjustment described above
(notwithstanding any subsequent decrease in the ratings by either or both rating
agencies) if the Securities become rated A-3 and A- (or the equivalent of either
such rating, in the case of a substitute rating agency) or higher by Moody’s and
S&P (or, in either case, a substitute rating agency thereof), respectively
(or one of these ratings if the Securities are only rated by one rating
agency).

      


      Each
adjustment required by any decrease or increase in a rating set forth above,
whether occasioned by the action of Moody’s or S&P (or, in either case, a
substitute rating agency thereof), shall be made independent of any and all
other adjustments. In no event shall (1) the interest rate for this
Security be reduced to below the interest rate set forth on the face of this
Security or (2) the total increase in the interest rate on this Security
exceed 2.00% above the interest rate set forth on the face of this
Security.

      


      No
adjustments in the interest rate of the Securities shall be made solely as a
result of a rating agency ceasing to provide a rating of the Securities. If at
any time fewer than two rating agencies provide a rating of the Securities for a
reason beyond the Company’s control, the Company will use its commercially
reasonable efforts to obtain a rating of the Securities from a substitute rating
agency, to the extent one exists, and if a substitute rating agency exists, for
purposes of determining any increase or decrease in the interest rate on this
Security pursuant to the tables above (a) such substitute rating agency
will be substituted for the last rating agency to provide a rating of the
Securities but which has since ceased to provide such rating, (b) the
relative rating scale used by such substitute rating agency to assign ratings to
senior unsecured debt will be determined in good faith by the Company and, for
purposes of determining the applicable ratings included in the applicable table
above with respect to such substitute rating agency, such ratings will be deemed
to be the equivalent ratings used by Moody’s or S&P, as applicable, in such
table and (c) the interest rate on this Security will increase or decrease,
as the case may be, such that the interest rate equals the interest rate set
forth on the face of this Security plus the appropriate percentage, if any, set
forth opposite the rating from such substitute rating agency in the applicable
table above (taking into account the provisions of clause (b) above) (plus
any applicable percentage resulting from a decreased rating by the other
rating

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      agency).
For so long as only one rating agency provides a rating of the Securities, any
subsequent increase or decrease in the interest rate of the Securities
necessitated by a reduction or increase in the rating by the agency providing
the rating shall be twice the percentage set forth in the applicable table
above. For so long as none of Moody’s, S&P or a substitute rating agency
provides a rating of the Securities, the interest rate on this Security will
increase to, or remain at, as the case may be, 2.00% above the interest rate set
forth on the face of this Security.

      


      Any
interest rate increase or decrease described above will take effect from the
first day of the interest period commencing after the date on which a rating
change occurs that requires an adjustment in the interest rate. If Moody’s or
S&P (or, in either case, a substitute rating agency thereof) changes its
rating of the Securities more than once during any particular interest period,
the last change by such agency will control for purposes of any interest rate
increase or decrease with respect to the Securities described above relating to
such rating agency’s action.

       

      If the
interest rate payable on this Security is increased as described above the term
“interest,” as used with respect to this Security, will be deemed to include any
such additional interest unless the context otherwise requires.

      


      Section
3.  Redemption; Sinking
Fund.  (a) Except as provided in paragraph (b) below, the
Securities are not redeemable prior to maturity.

      


      (b)    
  The Securities are redeemable, at any time in whole or from time to time
in part, at the option of the Company at a redemption price equal to the greater
of:

       

      (i)           100%
of the principal amount of the Securities to be redeemed on that redemption
date; and

       

      (ii)          the
sum of the present values of the remaining scheduled payments of principal and
interest on the Securities being redeemed on that redemption date (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 50 basis points,

      


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

      


      Notwithstanding
the foregoing, installments of interest on Securities 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 this Security 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 (as
measured from the date of redemption) of the Securities 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 Securities.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “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 trustee 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 any Reference Treasury Dealer appointed by the
Company.

      


      “Reference
Treasury Dealer” means (i) each of Banc of America Securities LLC,
Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley
& Co. Incorporated (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 Company shall substitute therefor
another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer
selected by the Company.

      


      “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, 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 Trustee
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.

      


      (c)       The
Securities will not be subject to any sinking fund.

      


      (d)       The
Company will mail a notice of any redemption at least 30 days but not more than
60 days before the redemption date to each Holder; provided that such notice of
redemption may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Securities or a
satisfaction and discharge of the Securities. Once notice of redemption is
mailed, the Securities called for redemption will become due and payable on the
redemption date and at the applicable redemption price, plus accrued and unpaid
interest to, but excluding, the redemption date.

      


      Section
4.  Repurchase at the Option of
Holders Upon Change of Control Repurchase Event.

      


      (a)       If
a Change of Control Repurchase Event (as defined below) occurs, unless the
Company has exercised its right to redeem the Securities as provided in Section
3 above, the Company will make an offer to each Holder of Securities to
repurchase all or any part (in integral multiples of $1,000 and no Security of a
principal amount of $2,000 or less will be repurchased in part) of that Holder’s
Securities at a repurchase price in cash equal to 101% of the

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      aggregate
principal amount of Securities repurchased plus any accrued and unpaid interest
on the Securities repurchased to the date of purchase.

      


      (b)       Within
30 days following any Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control (as defined below), but after the public
announcement of an impending Change of Control, the Company will mail a notice
to each Holder, with a copy to the Trustee, describing the transaction or
transactions that constitute or may constitute the Change of Control Repurchase
Event and offering to repurchase Securities on the payment 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 notice shall, if mailed prior to the
date of consummation of the Change of Control, state that the offer to purchase
is conditioned on the Change of Control Repurchase Event occurring on or prior
to the payment date specified in the notice.

      


      (c)        The
Company will comply with the requirements of Rule 14e-1 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities
laws and regulations thereunder, to the extent those laws and regulations are
applicable in connection with the repurchase of the Securities as a result of a
Change of Control Repurchase Event.  To the extent that the provisions
of any securities laws or regulations conflict with this Section 4, the Company
will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 4 by virtue of such
conflict.

      


      (d)       On
the Change of Control Repurchase Event payment date, the Company will, to the
extent lawful:

       

      (i)           accept
for payment all Securities or portions of Securities (in integral multiples of
$1,000) properly tendered pursuant to the aforementioned offer;

      


      (ii)          deposit
with the paying agent an amount equal to the aggregate purchase price in respect
of all Securities or portions of Securities properly tendered; and

      


      (iii)         deliver
or cause to be delivered to the Trustee the Securities properly accepted,
together with an Officer’s Certificate stating the aggregate principal amount of
Securities being purchased by the Company.

      


      (e)       The
paying agent will promptly mail to each Holder of Securities properly tendered
the purchase price for the Securities, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder
a new Security equal in principal amount to any unpurchased portion of any
Securities surrendered; provided, that each new Security will be in a minimum
principal amount of $2,000 or an integral multiple of $1,000 above that
amount.

      


      (f)       
The Company will not be required to make an offer to repurchase the Securities
upon a Change of Control Repurchase Event if a third party makes such an offer
in the manner, at the times and otherwise in compliance with the requirements
for an offer made by the

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Company
and such third party purchases all Securities properly tendered and not
withdrawn under its offer.

      


      (g)      
The following terms for purposes of this Section 3 shall have the respective
meanings specified below:

      


      “Below
Investment Grade Rating Event” means the rating on the Securities is lowered by
each of the Rating Agencies and the Securities are rated below Investment Grade
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 a Change of Control
(which period shall be extended so long as the rating of the Securities 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 Repurchase Event hereunder) if any of the Rating Agencies making the
reduction in rating to which this definition would otherwise apply does 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).

      


      “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 those
of its subsidiaries taken as a whole to any “person” or “group” (as those terms
are used for purposes of Section 13(d)(3) of the Exchange Act), other than
the Company or one or more of its subsidiaries;

      


      (2)          the
consummation of any transaction or series of related transactions (including,
without limitation, any merger or consolidation) the result of which is that any
“person” or “group” (as those terms are used for purposes of
Section 13(d)(3) of the Exchange Act), other than the Company or one of its
wholly-owned subsidiaries, becomes the beneficial owner, directly or indirectly,
of more than 50% of the then outstanding number of shares of the Company’s
Voting Stock, measured by voting power rather than number of
shares;

      


      (3)          the
Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company or such other Person is converted into or exchanged for cash, securities
or other property, other than any such transaction where the shares of the
Voting Stock of the Company outstanding immediately prior to such transaction
constitute, or are converted into or

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      exchanged
for, a majority of the Voting Stock of the surviving Person or any direct or
indirect parent Company of the Surviving Person immediately after giving effect
to such transaction;

      


      (4)          the
first day on which a majority of the members of the Company’s Board of Directors
are not Continuing Directors; or

      


      (5)          the
adoption of a plan relating to the Company’s liquidation or
dissolution.

      


      Notwithstanding
the foregoing, a transaction will not be considered to be a Change of Control
under clause (2) above if (a) the Company becomes a direct or indirect
wholly-owned subsidiary of a holding company and (b) (y) immediately
following that transaction, the direct or indirect Holders of the Voting Stock
of the holding company are substantially the same as the Holders of the
Company’s Voting Stock immediately prior to that transaction or
(z) immediately following that transaction, no person (as that term is used
in Section 13(d) (3) of the Exchange Act) is the beneficial owner,
directly or indirectly, of more than 50% of the Voting Stock of the holding
company.

      


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

      


      “Continuing
Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the
date of the issuance of the Securities; or (2) was nominated for election
or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election (either by a specific vote or by approval of our
proxy statement in which such member was named as a nominee for election as a
director).

      


      “Fitch”
means Fitch Ratings Ltd.

      


      “Investment
Grade” means a rating of BBB- or better by Fitch (or its equivalent under any
successor rating categories of Fitch), Baa3 or better by Moody’s (or its
equivalent under any successor rating categories of Moody’s) and a rating of
BBB- or better by S&P (or its equivalent under any successor rating
categories of S&P) or the equivalent investment grade credit rating from any
additional Rating Agency or Rating Agencies selected by the
Company.

      


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

      


      “Rating
Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any
of Fitch, Moody’s or S&P ceases to rate the Securities or fails to make a
rating of the Securities 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 a replacement agency for Fitch, Moody’s or S&P, as the case may
be.

      


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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “Voting
Stock” means, with respect to any person, capital stock of any class or kind the
Holders of which are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or persons performing similar functions) of
such person, even if the right so to vote has been suspended by the happening of
such a contingency.

      


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

      


      Section
6.  Modifications and Waivers;
Obligation of the Company Absolute.  The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of at
least a majority in principal amount of the Securities at the time Outstanding
of each series to be affected.  The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

      


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

      


      Section
7.  Authorized
Denominations.  The Securities are issuable in registered form,
without coupons, in denominations of $2,000 and any integral multiple of $1,000
in excess thereof.  As provided in the Indenture, and subject to
certain limitations therein set forth and to the limitations described below, if
applicable, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the
same.

      


      Section
8.  Registration of
Transfer.  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 maintained for that purpose in
the City of Chicago, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the securities registrar (which
shall initially be the Trustee, Two North LaSalle Street, Chicago,
Illinois  60602 (Attention:  Corporate Trust Department) or
at such other address as it may designate as its principal corporate trust
office in the City of Chicago), duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

      


      This
Security is exchangeable only if (x) the Depository notifies the Company that it
is unwilling or unable to continue as Depository for this Security or if at any
time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for certificated
Securities in registered form or (z) an Event of Default, or an event which with
the passage of time or the giving of notice would become an Event of Default,
with respect to the Securities represented hereby has occurred and is
continuing, provided that the definitive Securities so issued in exchange for
this permanent Security shall be in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof and be of like aggregate principal amount
and tenor as the portion of this permanent Security to be exchanged, and
provided further that, unless the Company agrees otherwise, Securities of this
series in certificated registered form will be issued in exchange for this
permanent Security, or any portion hereof, only if such Securities in
certificated registered form were requested by written notice to the Trustee or
the Securities Registrar by or on behalf of a person who is beneficial owner of
an interest hereof given through the Holder hereof.  Except as
provided above, owners of beneficial interests in this permanent Security will
not be entitled to receive physical delivery of Securities in certificated
registered form and will not be considered the Holders thereof for any purpose
under the Indenture.

      


      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.

      


      Section
9.  Owners.  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 is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

      


      Section
10.  No
Recourse Against Certain Persons.  No recourse for the payment
of the principal or interest on this Security, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any Supplemental
Indenture thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation of either of them, either directly or
through the Company or any successor corporation of either of them, whether by
virtue of any constitution, statute or rule or law or by the enforcement of any
assessment or penalty or otherwise, all such liability being by the acceptance
hereof and as a condition of and as part of the consideration for the issue
hereof, expressly waived and released.

      


      Section
11.  Defeasance.  The
Indenture with respect to any series will be discharged and cancelled except for
certain Sections thereof, subject to the terms of the Indenture, upon
payment

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      of all of
the Securities of such series or upon the irrevocable deposit with the Trustee
of cash or U.S. Government Obligations (or a combination thereof) sufficient for
such payment in accordance with Article Ten of the Indenture.

      


      Section
12.  Governing Law;
Jurisdiction.  The Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New
York.

      


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

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      ABBREVIATIONS

      


      The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

      


      TEN COM -
as tenants in common

      


      TEN ENT -
as tenants by the entireties

      


      JT
TEN  - as joint tenants with right of survivorship and not as tenants
in common

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                UNIF GIFT MIN ACT -
      

                                              	
                                                 

                                              	 
	 	
                                                (Minor)

                                              	 
	 	 	 
	
                                                Custodian   
      

                                              	 	 
	 	
                                                (Cust)

                                              	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                       

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Under Uniform Gifts
      to Minors Act  

                                                              	 	 
	 	
                                                                (State)

                                                              	 


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      Additional
abbreviations may also be used though not in the above list.

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

      


      PLEASE
INSERT SOCIAL SECURITY OR

      OTHER
IDENTIFYING NUMBER OF ASSIGNEE

      


      
        
          
            
              
                
                  
                    
                      	
                               
      

                            	 
      


                    

                  

                

              

            

          

        

      

      PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

       

      
        
          
            	
                     

                  	 
	
                     

                  	 
	
                     

                  	 


          

        

      

       

      the
within Security and all rights thereunder, hereby irrevocably constituting and
appointing ______ _____________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.

       

      
        
          
            
              
                	Dated: 	
                         

                      	 


              

            

          

        

      

       

      
        
          
            
              
                
                  
                    	Signature: 
      	
                             

                          	 


                  

                

              

            

          

        

         

        
          	
                  NOTICE:

                	
                  THE
      SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
      THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION
      OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

                


        

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        2