exv4wl



 







Exhibit 4.L




FORM OF FIXED RATE NOTE




[FACE OF NOTE]



[If a Global Security, insert—UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) (55 WATER STREET, NEW
YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS 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.]



[If a Global Security, insert—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. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN
LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.]




	 	 	 	 	 
	REGISTERED No. FXR-04
	 	CUSIP No. 28368E AE 6	 	PRINCIPAL AMOUNT: $                    






EL PASO CORPORATION

7.750% MEDIUM TERM NOTE

(Fixed Rate)




	 	 	 	 	 
	Original Issue Date: ___, 2006

	 	Interest Rate: 7.750% per annum
	 	Stated Maturity Date: January 15, 2032






	 	 	 	 	 
	Interest Payment Date(s):

	 	Record Date(s): January 1 and July 1	 	 
	þ January 15 and July 15,
commencing January 15, 2007	 	 
	o Other:
	 	 	 	 
	 
	 	 	 	 
	Redemption:
	 	 	 	 
	o No       þYes:
	 	 	 	 






 









 






	 	 	 	 	 
	Redemption Commencement Date: ________, 2006	 	 
	 
	 	 	 	 
	Initial Redemption Percentage: At Make-Whole Price (See Reverse of Note)	 	 
	 
	 	 	 	 
	Annual Redemption Percentage Reduction: N/A	 	 
	 
	 	 	 	 
	Repayment:
	 	 	 	 
	þ No
	 	 	 	 
	o Yes, at Option of Holder
	 	 	 	 
	Optional Repayment Dates: N/A
	 	 	 	 
	 
	 	 	 	 
	Optional Repayment Price: N/A
	 	 	 	 
	 
	 	 	 	 
	Interest Rate Reset:
	 	 	 	 
	þ No
	 	 	 	 
	o Yes, at Option of the Company

	 	Optional Reset Date(s): N/A	 	 
	 
	 	 	 	 
	Extension Of Maturity:
	 	 	 	 
	þ No
	 	 	 	 
	o Yes, At Option Of The Company
	 	 	 	 
	 
	 	 	 	 
	Extension Period: N/A

	 	No. of Extension Periods: N/A
	 	Final Maturity: N/A
	 
	 	 	 	 
	Specified Currency:
	 	 	 	 
	þ U.S. Dollars
	 	 	 	 
	o Other:

	 	Exchange Rate Agent: N/A	 	 
	 
	 	 	 	 
	Authorized Denomination:
	 	 	 	 
	þ $1,000 and Integral Multiples Thereof
	 	 	 	 
	o Other:
	 	 	 	 
	 
	 	 	 	 
	Original Issue Discount:
	 	 	 	 
	þ No
	 	 	 	 
	o Yes:
	 	 	 	 
	 
	 	 	 	 
	Total Amount of OID: N/A

	 	Initial Accrual Period: N/A
	 	Yield to Maturity: N/A
	 
	 	 	 	 
	Amortizing Note:
	 	 	 	 
	þ No
	 	 	 	 
	o Yes (See Addendum)
	 	 	 	 
	 
	 	 	 	 
	Indexed Note:

	 	Addendum Attached:	 	 
	þ No

	 	þ No	 	 
	o Yes (See Addendum)

	 	o Yes	 	 
	 
	 	 	 	 
	Other Provisions: None
	 	 	 	 






 









 





     EL PASO CORPORATION (the “Company,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to ___, or
registered assigns, the principal sum of ___($___), on the
Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being
hereinafter referred to as the “Maturity” with respect to the principal repayable on such date) and
to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof
is paid or duly made available for payment. The Company will pay interest in arrears on each
Interest Payment Date, if any, specified above (each, an “Interest Payment Date”), commencing with
the first Interest Payment Date next succeeding the Issue Date specified above, and at Maturity;
provided, however, that the first payment of interest on any Note originally issued
between a record date and an Interest Payment Date will be made on the first Interest Payment Date
following the next succeeding record date to the Holder of this Note on such succeeding record
date. Unless otherwise specified on the face hereof, interest on this Note (as defined on the
reverse hereof) will be computed on the basis of a 360-day year of twelve 30-day months.



     Notwithstanding the foregoing, if an Addendum is attached hereto or “Other Provisions” apply
to this Note as specified above, this Note shall be modified by and subject to the terms set forth
in such Addendum or such “Other Provisions.”



     Interest on this Note will accrue from, and including, the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided for with respect to this Note)
to, but excluding, the applicable Interest Payment Date or the Maturity, as the case may be. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the fourteenth calendar
day (whether or not a Business Day, as defined below) immediately preceding such Interest Payment
Date (the “Regular Record Date”); provided, however, that interest payable at
Maturity will be payable to the person to whom the principal hereof and premium, if any, hereon
shall be payable.



     “Business Day,” as used herein, means each Monday, Tuesday, Wednesday, Thursday and Friday
that is neither a legal holiday nor a day on which banking institutions are generally authorized or
obligated by law or executive order to close in The City of New York or any other place or places
where the principal of (and premium, if any) and interest on the Notes is payable and also, with
respect to Notes denominated in a Specified Currency other than U.S. dollars, in the Principal
Financial Center (as defined below) of the country issuing the Specified Currency.



     Payment of principal, premium, if any, and interest in respect of this Note due at Maturity
to be made in U.S. dollars will be made in immediately available funds upon presentation and
surrender of this Note (and, with respect to any applicable repayment of this Note, a duly
completed election form as contemplated on the reverse hereof) at the office of the Paying Agent in
The City of New York, or at such other places as may be designated by the Company; provided
that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments
in such funds in accordance with its normal procedures. Unless otherwise specified above, if any
payment at Maturity is to be made in a Specified Currency other than U.S. dollars as set forth
below, such payment will be made by wire transfer of immediately available funds to an account with
a bank located in the Principal Financial Center of the country issuing the Specified Currency or
other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by
the Holder hereof at least five Business Days prior to Maturity,



 









 







provided that such bank has appropriate facilities therefor and that this Note (and, if applicable,
a duly completed election form) is presented and surrendered at the aforementioned office of the
Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. (Such designation with respect to a payment in other than U.S. dollars
shall be made by filing the appropriate information with the Paying Agent at the office of the
Paying Agent in The City of New York, and, unless revoked, any such designation made with respect
to this Note by its registered Holder will remain in effect with respect to any further payments
with respect to this Note payable to its Holder. If such a payment with respect to this Note
cannot be made by wire transfer because the required designation has not been received by the
Paying Agent on or before the requisite date or for any other reason, a notice will be mailed to
the Holder of this Note at its registered address requesting a designation pursuant to which such
wire transfer can be made and, upon the Paying Agent’s receipt of such a designation, such payment
will be made within five Business Days of such receipt.) The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment
or governmental charge imposed upon payments will be borne by the Holder of this Note.



     If this Note is denominated in and principal, premium, if any, and interest is payable in U.S.
dollars, principal (and premium, if any) and any interest will be payable at the principal
corporate trust office of the Trustee in The City of New York, or at such other places as may be
designated by the Company, provided that the Company, at its option, may pay interest other
than interest due at Maturity by check mailed or delivered to the address of the person entitled
thereto as such address appears in the Security Register, or by wire transfer of immediately
available funds to an account designated by such person if appropriate wire transfer instructions
have been received in writing by the Paying Agent not less than 10 calendar days prior to such
Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall
remain in effect until revoked by such Holder. Unless otherwise specified above, any interest on
this Note (other than interest at Maturity) that is payable in a Specified Currency other than U.S.
dollars will be paid by mailing a check or draft in the Specified Currency drawn on an account at a
bank outside of the United States.



     If any Interest Payment Date, Redemption Date, Optional Repayment Date or Stated Maturity
falls on a day that is not a Business Day, the required payment of principal, premium, if any,
and/or interest need not be made on such day, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such Interest Payment Date,
Redemption Date, Optional Repayment Date or Stated Maturity, as the case may be, to the date of
such payment on the next succeeding Business Day.



     “Principal Financial Center” means the capital city of the country issuing the Specified
Currency in respect of which payment on the Notes is to be made, except that with respect to U.S.
dollars, Australian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs and ECUs,
the Principal Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan,
Zurich and Luxembourg, respectively.



     The Company is obligated to make payment of principal, premium, if any, and interest in
respect of this Note in the Specified Currency (or, if the Specified Currency is not at the time of
such payment legal tender for the payment of public and private debts, in such other coin or
currency of the country which issued the Specified Currency as at the time of such payment is legal
tender for the payment of



 









 







such debts). If the Specified Currency is other than U.S. dollars, any such amounts so payable by
the Company, at the option of the Company, may be converted by the Exchange Rate Agent specified
above into U.S. dollars for payment to the Holder of this Note; provided, however, that, if
specified above under “Other Provisions,” the Holder of this Note may elect to receive such amounts
in U.S. dollars or in the Specified Currency pursuant to the provisions set forth below.



     Payments of principal of, premium, if any, and interest on any Note denominated in a Specified
Currency other than U.S. dollars (a “Foreign Currency Note”) will be made in U.S. dollars if the
registered Holder of such Note on the relevant Regular Record Date, or at Maturity, as the case may
be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the
office of the Paying Agent in The City of New York on or before such Regular Record Date, or the
date 15 days before Maturity, as the case may be. Such request may be in writing (mailed or hand
delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further payments of principal of,
premium, if any, and interest on such Note payable to such Holder, unless such request is revoked
on or before the relevant Regular Record Date or the date 15 days before Maturity, as the case may
be.



     Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on
the highest bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m. New York City time on the second Business Day preceding the applicable
payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Company for purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Foreign Currency Notes
scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of such Foreign Currency Note by
deductions from such payments. If three such bid quotations are not available on the second
Business Day prior to the applicable payment date, payments may be made in the Specified Currency



     A Holder of a Foreign Currency Note may elect to receive payment of the principal of and
premium, if any, and interest on such Note in the Specified Currency by submitting a written
request for such payment to the Trustee at its Corporate Trust Office in The City of New York on or
prior to the applicable Regular Record Date or at least 15 calendar days prior to Maturity, as the
case may be. Such written request may be may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. A Holder of a Foreign Currency Note may
elect to receive payment in the applicable Specified Currency for all such principal, premium, if
any, and interest payments and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but written notice of any
such revocation must be received by the Trustee on or prior to the applicable Regular Record Date
or at least 15 calendar days prior to Maturity, as the case may be.



     If the principal of, and premium, if any, or interest on any Note is payable in a Specified
Currency other than U.S. dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its obligations to the Holder
of such Note by making such payment (including any such payment at Maturity) in U.S. dollars on the
basis of the methodology described in the second preceding paragraph.



 









 





     All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding
on the Holder of this Note.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof and, if so specified above, in the Addendum hereto, which further provisions shall have the
same force and effect as if set forth on the face hereof.



     Unless the Certificate of Authentication hereon has been executed by the Trustee by manual
signature, this Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



[rest of page intentionally left blank]




 









 








     IN WITNESS WHEREOF, El Paso Corporation has caused this Note to be executed.



	 	 	 	 	 
	 	 	EL PASO CORPORATION
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Dated:




TRUSTEE’S CERTIFICATE OF

AUTHENTICATION:




This is one of the Securities of the series

designated therein referred to in the

within-mentioned Indenture.




HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Authorized Officer	 	 








 









 








[FORM OF REVERSE OF NOTE]




EL PASO CORPORATION

7.750% MEDIUM TERM NOTE

(Fixed Rate)




     This Note is one of a duly authorized series of Debt Securities (the “Debt Securities”) of the
Company issued and to be issued under an Indenture, dated as of May 10, 1999, as amended, modified
or supplemented from time to time (the “Indenture”), between the Company and HSBC Bank USA,
National Association, as successor-in-interest to JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as Trustee (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 Debt Securities, and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of
Debt Securities designated as “7.750% Medium-Term Notes” (the “Notes”). All terms used but not
defined in this Note or specified on the face hereof or in an Addendum hereto shall have the
meanings assigned to such terms in the Indenture.



     This Note is issuable only in registered form without coupons. Notes denominated in U.S.
dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and
Notes denominated in other than U.S. dollars will be initially issued in denominations of the
equivalent of $1,000 in the Specified Currency (rounded down to an integral multiple of 1,000 units
of such Specified Currency), at the noon buying rate for cable transfers in The City of New York of
such Specified Currency (the “Exchange Rate”) on the Business Day next preceding the date on which
the Company accepts the offer to purchase such Note.



     This Note will not be subject to any sinking fund and, unless otherwise provided on the face
hereof in accordance with the provisions of the following two paragraphs, will be redeemable but
not repayable prior to the Stated Maturity Date.



     The Company has the option, if specified on the face hereof, to reset the interest rate on the
date or dates specified on the face hereof as Optional Reset Dates. If the Company elects to reset
the interest rate, the Holder will have the option to elect repayment of this Note by the Company
on any Optional Reset Date at a price equal to the aggregate principal amount thereof outstanding
on, plus any interest accrued to, such Optional Reset Date (or, for an Original Issue Discount
Note, as specified below). In order for this Note to be so repaid on an Optional Reset Date, the
Holder must follow the procedures specified below in connection with optional repayment, except
that (i) the period for delivery of such Note or notification to the Trustee will be at least 25
but not more than 35 days prior to such Optional Reset Date and (ii) a Holder who has tendered a
Note for repayment pursuant to a Reset Notice (as defined below) may, by written notice to the
Trustee, revoke any such tender until the close of business on the tenth day prior to such Optional
Reset Date.



 









 





     The Company may exercise the option to reset the interest rate on this Note by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for
such Note. Not later than 40 days prior to such Optional Reset Date, the Trustee for this Note
will mail, first class, postage prepaid, or deliver to the Holder a notice (the “Reset Notice”).
The Reset Notice will indicate whether the Company has elected to reset the interest rate and, if
so, (i) such new interest rate and (ii) the provisions, if any, for redemption during the period
from such Optional Reset Date to the next Optional Reset Date or, if there is no such next Optional
Reset Date, to the Stated Maturity Date of this Note (each such period, a “Subsequent Interest
Period”), including the date or dates on which or the period or periods during which and the price
or prices at which such redemption may occur during such Subsequent Interest Period.



     Notwithstanding the foregoing, the Company may, at its option, revoke the interest rate as
provided for in the Reset Notice, and establish a higher interest rate than the interest rate
provided for in the relevant Reset Notice for the Subsequent Interest Period commencing on such
Optional Reset Date, by causing the Trustee to mail or deliver to the Holder, not later than 20
days prior to an Optional Reset Date for this Note (or, if such day is not a Business Day, on the
immediately succeeding Business Day), notice of such higher interest rate. Such notice will be
irrevocable. The Company must notify the Trustee of its intention to revoke such Reset Notice at
least 25 days prior to such Optional Reset Date. If the interest rate of this Note is reset on an
Optional Reset Date and the Holder has not tendered this Note for repayment (or has validly revoked
any such tender) in accordance with the applicable procedures this Note will bear such higher
interest rate for the Subsequent Interest Period.



     As specified on the face hereof, this Note will be subject to redemption at the option of the
Company on any date on and after the Redemption Commencement Date specified on the face hereof, in
whole or from time to time in part, at the Make-Whole Price (as defined below), on notice given no
more than 60 nor less than 30 calendar days prior to the date of redemption (the “Redemption Date”)
and in accordance with the provisions of the Indenture. “Make-Whole Price” means an amount equal
to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) as
determined by an Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion of such payments of
interest accrued as of the Redemption Date) discounted back to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 25 basis points, plus, in the case of both (i) and (ii), accrued and unpaid interest to
the Redemption Date. Unless the Company defaults in payment of the Make-Whole Price, on and after
the Redemption Date, interest will cease to accrue on the principal amount of this Note to be
redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the
name of the Holder hereof upon the presentation and surrender hereof.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of this Note
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 this Note.



 









 





     “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of
five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.



     “Reference Treasury Dealer” means (i) Banc of America Securities LLC; ABN AMRO Incorporated;
BNP Paribas Securities Corp.; Credit Lyonnais Securities (USA) Inc. and J.P. Morgan
Securities Inc. and their respective successors; provided, however, that if any of the foregoing
shall not 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 two
other Primary Treasury Dealers the Company selects.



     “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. on the third
Business Day preceding such Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date, (i) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that establishes yields on
actively traded United States Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if
no maturity is within three months before or after the Stated maturity, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined, and the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using 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. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption
Date.



     Notwithstanding Section 1104 of the Indenture, the notice of redemption with respect to the
foregoing redemption need not set forth the Make-Whole Price but only the manner of calculation
thereof. The Company shall notify the Trustee of the Make-Whole Price with respect to the
foregoing redemption promptly after the calculation thereof, and the Trustee shall not be
responsible for such calculation.



     If specified on the face hereof, this Note (unless this Note is an Original Issue Discount
Note) will be subject to repayment by the Company at the option of the Holder hereof on the
Optional




 









 






Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S.
$1,000 (or 1,000 units of the Specified Currency), at the Optional Repayment Price stated on the
face hereof, which is a price equal to 100% of the unpaid principal amount to be repaid, together
with any accrued and unpaid interest and premium payable thereon to the specified Optional
Repayment Date (each, a “Repayment Date”). For this Note to be repaid, the Company must receive at
its offices or agencies for that purpose in The City of New York not more than 60 nor less than 30
calendar days prior to the Repayment Date, (i) the Note with the form herein entitled “Option to
Elect Repayment” duly completed or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States of America setting forth the name of the
holder of the Note, the principal amount of the Note, the amount of the Note to be repaid, a
statement that the option to elect repayment is being exercised thereby and a guarantee that the
Note to be repaid with the form entitled “Option to Elect Repayment” herein duly completed will be
received by the Company not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are received by the Company
by such fifth Business Day. Exercise of such repayment option by the Holder hereof will be
irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the
unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the
name of the Holder hereof upon the presentation and surrender hereof. All questions as to the
validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be
determined by the Company, whose determination will be final and binding.




          If this Note is an Original Issue Discount Note as specified on the face hereof, the amount
payable to the Holder of this Note in the event of redemption, repayment or acceleration of
Maturity will be equal to (i) the Amortized Face Amount (as defined below) as of the date of such
event, plus (ii) with respect to any redemption, the Initial Redemption Percentage specified on the
face hereof (as adjusted by the Annual Redemption Percentage Reduction, if any, specified on the
face hereof) minus 100% multiplied by the Issue Price specified on the face hereof, net of any
portion of such Issue Price which has been paid prior to the Redemption Date, or the portion of the
Issue Price (or the net amount) proportionate to the portion of the unpaid principal amount to be
redeemed, plus (iii) any accrued interest to the date of such event, the payment of which would
constitute qualified stated interest payments within the meaning of Treasury Regulation 1.1273-1(c)
under the Internal Revenue Code of 1986, as amended (the “Code”). The accrued interest described
in clause (iii) above will be computed on the basis of a 360-day year of twelve 30-day months,
compounded semiannually. The “Amortized Face Amount” means an amount equal to (i) the Issue Price
plus (ii) the aggregate portions of the original issue discount (the excess of the amounts
considered as part of the “stated redemption price at maturity” of this Note within the meaning of
Section 1273(a)(2) of the Code, whether denominated as principal or interest, over the Issue Price)
which shall theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the Original Issue Date to the date of determination, minus
(iii) any amount considered as part of the “stated redemption price at maturity” of this Note which
has been paid from the Original Issue Date to the date of determination.




          If the Maturity of an Original Issue Discount Note that bears no interest falls on a day that
is not a Business Day with respect to such Original Issue Discount Note, the payment due at
Maturity will be made on the following day that is a Business Day with the same force and effect as
if it were made on

 









 








the date such payment was due, and no interest shall accrue on the amount so payable for the period
from and after Maturity.




          Unless otherwise stated on the face hereof, each Note will mature at the Stated Maturity Date
of such Note. If stated on the face hereof, the Company has the option to extend the Stated
Maturity Date of such Note for one or more periods of whole years from one to five (each an
“Extension Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face
hereof.




          The Company may exercise such option with respect to a Note by notifying the Trustee of such
exercise at least 50 but not more than 60 days prior to the old Stated Maturity Date for such
Note. Not later than 40 days prior to the old Stated Maturity Date of such Note, the Trustee for
such Note will mail , first class, postage prepaid, or deliver to the Holder thereof a notice (the
“Extension Notice”). The Extension Notice will set forth (i) the election of the Company to extend
the Stated Maturity Date of such Note; (ii) the new Stated Maturity Date; (iii) the interest rate
applicable to the Extension Period; and (iv) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Extension Period. Upon the
mailing or delivery by such Trustee of an Extension Notice to the Holder of a Note, the Stated
Maturity Date of such Note shall be extended automatically, and, except as modified by the
Extension Notice and as described in the next paragraph, such Note will have the same terms as
prior to the mailing or delivering of such Extension Notice.




          Notwithstanding the foregoing, not later than 20 days prior to the old Stated Maturity Date of
such Note (or, if such day is not a Business Day, on the immediately succeeding Business Day), the
Company may, at its option, revoke the interest rate provided for in the Extension Notice for such
Note and establish a higher interest rate for the Extension Period, by causing the Trustee for such
Note to mail, first class, postage prepaid, or deliver notice of such higher interest rate to the
Holder of such Note. Such notice will be irrevocable. All Notes with respect to which the Stated
Maturity Date is extended will bear such higher interest rate for the Extension Period, whether or
not tendered for repayment.




          If the Company extends the Stated Maturity Date of this Note, the Holder of this Note will
have the option to elect repayment of such Note by the Company on the old Stated Maturity Date at a
price equal to the aggregate principal amount thereof outstanding on, plus interest accrued to,
such date or, for an Original Issue Discount Note, as described above. In order for a Note to be
repaid on the old Stated Maturity Date once the Company has extended the Stated Maturity Date
thereof, the Holder thereof must follow the procedures applicable to optional repayment set forth
above, except that (i) the period for delivery of this Note or notification to the Trustee for
this Note will be at least 25 but not more than 35 days prior to the old Stated Maturity Date and
(ii) a Holder who has tendered a Note for repayment pursuant to an Extension Notice may, by written
notice to the Trustee, revoke any such tender for repayment until the close of business on the
tenth day before the old Stated Maturity Date.




          If an Event of Default, as defined in the Indenture, shall occur and be continuing, the
principal of the Notes may be declared due and payable in the manner and with the effect provided
in the Indenture. The Indenture contains provisions setting forth certain conditions to the
institution of proceedings by Holders of Notes with respect to the Indenture or for any remedy
under the Indenture.




 









 








          The Indenture contains provisions for discharge of the Notes and for defeasance of (i) the
entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to
the Notes, in each case upon compliance with certain conditions set forth therein, which provisions
apply to the Notes.




          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 a
series of Debt Securities at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate principal amount of all series of Debt
Securities (acting as one class) at the time outstanding and affected thereby. The Indenture also
contains provisions permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities of all affected series, on behalf of the Holders of all
Debt Securities of such series, to waive compliance by the Company with certain restrictive
provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not
less than a majority of the aggregate principal amount of any series, in certain instances, to
waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other
Notes 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 the Note.




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




          As provided in the Indenture and subject to certain limitations therein and herein set forth,
the transfer of this Note is registrable in the Security Register of the Company upon surrender of
this Note for registration of transfer at the office or agency of the Company in any place where
this Note is 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 by
his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount and having the same terms and conditions,
will be issued to the designated transferee or transferees. As provided in the Indenture and
subject to certain limitations therein and herein set forth, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof 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.




          The Indenture provides that no recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the
Company or of any predecessor or successor of the Company with respect to the Company’s obligations
on the Notes

 









 








or the obligations of the Company under the Indenture. Each Holder by accepting a Note waives all
such recourse.




          Prior to due presentment of this Note 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 Note is
registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.




          The Indenture and this Note shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be performed entirely in such State.




 









 








ABBREVIATIONS



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




	 	 	 	 	 	 	 
	TEN COM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT — Custodian
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	(Cust) (Minor) under Uniform
Gifts to Minors Act
	JT TEN

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

	 	 	 	 	 	(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 Note and all rights thereunder hereby irrevocably constituting and appointing





Attorney to transfer said Note on the books of the Company, with full power of substitution in the
premises.




	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	Notice:
	 	The signature(s) on this assignment must correspond with the
name(s) as written upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatsoever.