Exhibit 4.4


 


[FACE OF NOTE]


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE
COMPANY (AS DEFINED BELOW) 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
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC.  THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY
DTC OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.  (1)


 


	
  REGISTERED

  	
   

  	
  CUSIP No.:

  	
   

  	
  PRINCIPAL AMOUNT:

  	
   

  	
   

  
	
  No. FLR-

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  
								



 


NEW PLAN EXCEL
REALTY TRUST, INC.


MEDIUM-TERM NOTE


(Floating Rate)


 


 


	
  INTEREST RATE BASIS

  	
   

  	
  ORIGINAL ISSUE
  DATE:

  	
   

  	
  STATED MATURITY DATE:

  
	
  OR BASES:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IF LIBOR:

  	
   

  	
  IF CMT RATE:

  	
   

  	
   

  
	
   

  	
  o   LIBOR
  Reuters

  	
   

  	
  CMT
  Telerate Page:

  	
   

  	
   

  
	
   

  	
  Page:

  	
   

  	
  If
  Telerate Page 7052:

  	
   

  	
   

  
	
   

  	
  o   LIBOR
  Telerate

  	
   

  	
  o
  Weekly Average

  	
   

  	
   

  
	
   

  	
  Page:

  	
   

  	
  o
  Monthly Average

  	
   

  	
   

  
	
  LIBOR CURRENCY:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INDEX MATURITY:

  	
   

  	
  INITIAL INTEREST RATE:
       %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SPREAD (PLUS OR MINUS):

  	
   

  	
  SPREAD MULTIPLIER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MINIMUM INTEREST RATE:
       %

  	
   

  	
  MAXIMUM INTEREST RATE:
       %

  	
   

  	
  INTEREST PAYMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  DATE(S):

  	
   

  	
   

  
														



 










(1)                                  This
paragraph applies to global Notes only.


 





















 


	
  INITIAL REDEMPTION
  DATE:

  	
   

  	
  INITIAL REDEMPTION

  	
   

  	
  INITIAL INTEREST

  	
   

  	
   

  
	
   

  	
   

  	
  PERCENTAGE:     %

  	
   

  	
  RESET DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OPTIONAL REPAYMENT

  	
   

  	
  CALCULATION AGENT:

  	
   

  	
  INTEREST RESET

  	
   

  	
   

  
	
  DATE(S):

  	
   

  	
   

  	
   

  	
  DATE(S):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST CATEGORY:

  	
   

  	
  DAY COUNT CONVENTION:

  	
   

  	
  ANNUAL

  	
   

  	
   

  
	
  o
  Regular Floating Rate Note

  	
   

  	
  o
  30/360 for the period

  	
   

  	
  REDEMPTION

  	
   

  	
   

  
	
  o
  Floating Rate/Fixed Rate Note

  	
   

  	
  from                                to

  	
   

  	
  PERCENTAGE

  	
   

  	
   

  
	
  Fixed
  Rate Commencement

  	
   

  	
  oActual/360
  for the period

  	
   

  	
  REDUCTION:  %

  	
   

  	
   

  
	
  Date:

  	
   

  	
  from                                to

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed
  Interest Rate:      %

  	
   

  	
  Actual/Actual for the
  period

  	
   

  	
   

  	
   

  	
   

  
	
  o
  Inverse Floating Rate Note

  	
   

  	
  from                                to

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed
  Interest Rate:      %

  	
   

  	
  Applicable
  Interest Rate Basis:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SPECIFIED CURRENCY:

  	
   

  	
   

  	
   

  	
  AUTHORIZED
  DENOMINATION:

  	
   

  	
   

  
	
  United States dollars

  	
   

  	
   

  	
   

  	
  o
  $1,000 and integral multiples thereof

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o
  Other:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEFAULT RATE:
       %

  	
   

  	
   

  	
   

  	
  o
  CHECK IF A DISCOUNT NOTE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Issue
  Price:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADDENDUM ATTACHED:

  	
   

  	
   

  	
   

  	
  OTHER/ADDITIONAL
  PROVISIONS

  	
   

  	
   

  
	
  o
  Yes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o
  No

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


2





















 


New Plan Excel Realty
Trust, Inc., a corporation duly organized and existing under the laws of the
State of Maryland (herein referred to as 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, upon
presentation, 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 Date” with respect to the principal repayable on such date)
and to pay interest thereon, at a rate per annum equal to the initial Interest
Rate specified above until the Initial Interest Reset Date specified above and
thereafter at a rate determined in accordance with the provisions specified
above and on the reverse hereof or in an Addendum hereto with respect to one or
more Interest Rate Bases specified above until the entire principal hereof is
paid or duly made available for payment, and (to the extent that the payment of
such interest shall be legally enforceable) at the Default Rate per annum
specified above on any overdue principal, premium and/or interest.  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
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date to the Holder of this Note on the Record Date with respect to such
second Interest Payment Date.


 


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) to, but excluding, the applicable Interest Payment Date or the
Maturity Date, as the case may be (each, an “Interest Period”).  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
fifteenth calendar day (whether or not a Business Day, as defined below)
immediately preceding such Interest Payment Date (the “Record Date”); provided,
however, that interest payable on the Maturity Date will be payable to the
Person to whom the principal hereof and premium, if any, hereon shall be
payable.  Any such interest not so
punctually paid or duly provided for (“Defaulted Interest”) shall forthwith
cease to be payable to the Holder on any Record Date, and may either be paid to
the Person in whose name this Note is registered at the close of business on a
special record date (the “Special Record Date”) for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not more than
15 days and not less than 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided for in the Indenture.


 


Payment of principal,
premium, if any, and interest on this Note due on the Maturity Date will be
made in immediately available funds upon presentation and surrender of this
Note [(and a duly completed election form as contemplated on the reverse
hereof)] (2) at the office or agency maintained by the Company for that purpose
in the Borough of Manhattan, The City of New York, currently the office of U.S.
Bank Trust National Association located at 100 Wall Street, Suite 1600, New
York, New York 10005, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Company may determine; provided,
however, that [payment of interest due on any Interest Payment Date other than
the Maturity Date will be made at the aforementioned office or agency
maintained by the Company or, at the option of the Company, by check mailed to
the address of the person entitled thereto as such address shall appear in the
Security Register maintained by the Trustee; provided further, that] (3) a
Holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
(whether having identical or different terms and provisions) will be entitled
to receive interest payments on any


 










(2)                                  This
text applies to certificated Notes only.


(3)                                  This
text applies to certificated Notes only. 


 


3





















 


Interest Payment Date
other than the Maturity Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment
Date. Any such wire transfer instructions received by the Trustee shall remain
in effect until revoked by such Holder.


 


If any Interest Payment Date
other than the Maturity Date would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be postponed to the next succeeding
Business Day, except that if LIBOR is an applicable Interest Rate Basis and
such Business Day falls in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.  If the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest shall 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 the Maturity
Date to the date of such payment on the next succeeding Business Day.


 


As used herein, “Business
Day” means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York; provided,
however, that with respect only to Notes as to which LIBOR is an applicable
Interest Rate Basis, such day is also a London Business Day (as defined below).
“London Business Day” means any day on which commercial banks are open for
business (including dealings in the LIBOR Currency) in London. “Principal
Financial Center” means the capital city of the country to which the LIBOR Currency
relates, except that with respect to United States dollars, Australian dollars,
Canadian dollars, Euros, South African rand and Swiss francs, the “Principal
Financial Center” shall be The City of New York, Sydney, Toronto, London, Johannesburg,
and Zurich, respectively.


 


The Company is obligated
to make payments of principal, premium, if any, and interest in respect of this
Note in United States dollars.


 


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


 


Notwithstanding any
provisions to the contrary contained herein, if the face of this Note specifies
that an Addendum is attached hereto or that “Other/Additional Provisions” apply
to this Note, this Note shall be subject to the terms set forth in such
Addendum or such “Other/Additional Provisions”.


 


Unless the certificate of
authentication hereon has been executed by or on behalf of 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.


 


4





















 


IN WITNESS WHEREOF, New
Plan Excel Realty Trust, Inc. has caused this instrument to be duly executed by
one of its duly authorized officers.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN EXCEL REALTY
  TRUST, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
					



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION:


 


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


 


	
  U.S.
  BANK TRUST NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory

  



 


5





















 


[REVERSE OF NOTE]


 


NEW PLAN EXCEL REALTY
TRUST, INC.


MEDIUM-TERM NOTE


(Floating Rate)


 


This Note will be a part
of a series of debt securities of the Company (herein called the “Debt
Securities”) issued and to be issued under an Indenture, dated as of January
30, 2004, as amended, modified or supplemented from time to time (the “Indenture”),
by and between the Company and U.S. Bank Trust National Association, 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 Notes, and of the terms upon which the Notes are, and are to be,
authenticated and delivered.  This Note
is one of the series of Debt Securities designated as “Medium-Term Notes Due
Nine Months or More from Date of Issue” (the “Notes”).  All terms used but not defined in this Note
or in an Addendum hereto shall have the meanings assigned to such terms in the
Indenture or on the face hereof, as the case may be.


 


This Note is issuable
only in registered form without coupons in minimum denominations of
U.S. $1,000 and integral multiples thereof or the minimum Authorized
Denomination specified on the face hereof. 
As provided in the Indenture and subject to certain limitations therein
[and herein]  (4) 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.


 


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


 


This Note will be subject
to redemption at the option of the Company on any date on or after the Initial
Redemption Date, if any, specified on the face hereof, in whole or from time to
time in part in increments of U.S. $1,000 or such other minimum Authorized
Denomination (provided that any remaining principal amount hereof shall be at
least U.S. $1,000 or such minimum Authorized Denomination), at the Redemption
Price (as defined below), together with unpaid interest accrued thereon to the
date fixed for redemption (each, a “Redemption Date”), on written notice given
to the Holder hereof not more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the
Indenture.  The “Redemption Price” shall
initially be the Initial Redemption Percentage specified on the face hereof
multiplied by the unpaid principal amount of this Note to be redeemed.  The Initial Redemption Percentage shall
decline at each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until the
Redemption Price is equal to 100% of the unpaid principal amount to be redeemed.  In the event of redemption of this 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.


 


This 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 from time
to time in part in increments of U.S. $1,000 or such other minimum Authorized
Denomination (provided that any remaining principal amount hereof shall be at
least U.S. $1,000 or such minimum Authorized Denomination), at a repayment
price equal to 100% of the unpaid principal amount to be repaid, together with
unpaid interest accrued thereon to the date fixed for repayment (each, a “Repayment
Date”).  For this Note to be repaid, the
Trustee must receive at its corporate trust office, currently


 










(4)                                  This
text applies to global Notes only.


 


6





















 


located at 100 Wall
Street, Suite 1600, New York, New York 10005 (or at such other place or places
of which the Company shall from time to time notify the Holders of the Notes),
not more than 60 nor less than 30 calendar days prior to the Repayment Date
[such Note and the form thereon entitled “Option to Elect Repayment” duly
completed]  (5) [instructions to such effect from the Holder hereof].
 (6) 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.


 


If this Note is a 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 of this
Note will be equal to the sum of (i) the Issue Price specified on the face
hereof (increased by any accruals of the Discount, as defined below) and, in
the event of any redemption of this Note (if applicable), multiplied by the
Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (ii) any unpaid interest on this Note
accrued from the Original Issue Date to the Redemption Date, Repayment Date or
date of acceleration of maturity, as the case may be. The difference between
the Issue Price and 100% of the principal amount of this Note is referred to
herein as the “Discount.”


 


For purposes of
determining the amount of Discount that has accrued as of any Redemption Date,
Repayment Date or date of acceleration of maturity of this Note, such Discount
will be accrued so as to cause the yield on the Note to be constant.  The constant yield will be calculated using a
30-day month, 360-day year convention, a compounding period that, except for
the Initial Period (as defined below), corresponds to the shortest period
between Interest Payment Dates (with ratable accruals within a compounding
period), a coupon rate equal to the initial coupon rate applicable to this Note
and an assumption that the maturity of this Note will not be accelerated.  If the period from the Original Issue Date to
the initial Interest Payment Date (the “Initial Period”) is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. 
If the Initial Period is longer than the compounding period, then such
period will be divided into a regular compounding period and a short period,
with the short period being treated as provided in the preceding sentence.


 


The interest rate borne
by this Note will be determined as follows:


 


(i)                                     Unless
the Interest Category of this Note is specified on the face hereof as a “Floating
Rate/Fixed Rate Note” or an “Inverse Floating Rate Note” or as otherwise
specified as “Other/Additional Provisions” on the face hereof or in an Addendum
hereto, this Note shall be designated as a “Regular Floating Rate Note” and,
except as set forth below or specified on the face hereof or in an Addendum
hereto, shall bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if
any, and/or (b) multiplied by the Spread Multiplier, if any, in each case
as specified on the face hereof. Commencing on the Initial Interest Reset Date,
the rate at which interest on this Note shall be payable shall be reset as of
each Interest Reset Date specified on the face hereof; provided, however,
that the interest rate in effect for the period, if any, from the Original
Issue Date to the Initial Interest Reset Date shall be the Initial Interest
Rate.


 


(ii)                                  If
the Interest Category of this Note is specified on the face hereof as a “Floating
Rate/Fixed Rate Note”, then, except as set forth below or specified on the face
hereof or in an Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases
(a) plus or minus the Spread, if any, and/or (b) multiplied by the
Spread Multiplier, if any. Commencing on the Initial Interest Reset Date,


 










(5)                                  This
text applies to certificated Notes only.


(6)                                  This
text applies to certificated Notes only.


 


7





















 


the rate at which
interest on this Note shall be payable shall be reset as of each Interest Reset
Date; provided, however, that (y) the interest rate in
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate and (z) the
interest rate in effect for the period commencing on the Fixed Rate
Commencement Date specified on the face hereof to the Maturity Date shall be
the Fixed Interest Rate specified on the face hereof or, if no such rate is
specified, the interest rate in effect hereon on the day immediately preceding
the Fixed Rate Commencement Date.


 


(iii)                               If
the Interest Category of this Note is specified on the face hereof as an “Inverse
Floating Rate Note”, then, except as set forth below or specified on the face
hereof or in an Addendum hereto, this Note shall bear interest at the Fixed
Interest Rate minus the rate determined by reference to the applicable Interest
Rate Basis or Bases (a) plus or minus the Spread, if any, and/or
(b) multiplied by the Spread Multiplier, if any; provided, however,
that, unless otherwise specified on the face hereof or in an Addendum hereto,
the interest rate hereon shall not be less than zero. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date; provided, further,
that the interest rate in effect for the period, if any, from the Original
Issue Date to the Initial Interest Reset Date shall be the Initial Interest
Rate.


 


Except as set forth above
or specified on the face hereof or in an Addendum hereto, the interest rate in
effect on each day shall be (i) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date (as defined
below) immediately preceding such Interest Reset Date or (ii) if such day
is not an Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset
Date.  If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.  In addition, if
the Treasury Rate is an applicable Interest Rate Basis and the Interest
Determination Date would otherwise fall on an Interest Reset Date, then such
Interest Reset Date will be postponed to the next succeeding Business Day.


 


The interest rate
applicable to each Interest Reset Period commencing on the related Interest
Reset Date will be determined by the Calculation Agent as of the applicable
Interest Determination Date and will be calculated by the Calculation Agent on
or prior to the Calculation Date (as defined below), except with respect to
LIBOR and the Eleventh District Cost of Funds Rate, which will be calculated on
such Interest Determination Date.  The “Interest
Determination Date” with respect to the Commercial Paper Rate, the Federal
Funds Rate and the Prime Rate will be the Business Day immediately preceding
the applicable Interest Reset Date; the “Interest Determination Date” with
respect to the CD Rate and the CMT Rate, will be the second Business Day
immediately preceding the applicable Interest Reset Date; the “Interest
Determination Date” with respect to the Eleventh District Cost of Funds Rate shall
be the last working day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the “FHLB
of San Francisco”) publishes the Index (as defined below); the “Interest
Determination Date” with respect to LIBOR shall be the second London Business
Day immediately preceding the applicable Interest Reset Date; and the “Interest
Determination Date” with respect to the Treasury Rate shall be the day in the
week in which the applicable Interest Reset Date falls on which day Treasury
Bills (as defined below) are normally auctioned (Treasury Bills are normally
sold at an auction held on Monday of each week, unless such Monday is a legal
holiday, in which case the auction is normally held on the immediately
succeeding Tuesday, although such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of
the week preceding the applicable Interest Reset Date, the “Interest
Determination Date” shall be such preceding Friday. If the interest rate of
this Note is determined with reference to two or more Interest Rate Bases
specified on the face hereof, the “Interest Determination Date” pertaining to
this Note shall be the most recent Business Day which is at least two Business
Days prior to the applicable Interest Reset Date on which each Interest Rate
Basis is determinable. Each Interest Rate Basis shall be determined as of such
date, and the applicable interest


 


8





















 


rate shall take effect on
the applicable Interest Reset Date.


 


Unless otherwise
specified on the face hereof or in an Addendum hereto, the rate with respect to
each Interest Rate Basis will be determined in accordance with the following
provisions.


 


CD Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the CD Rate, the CD Rate shall be determined as
of the applicable Interest Determination Date (a “CD Rate Interest
Determination Date”) as:


 


(1)                                  the
rate on the CD Rate Interest Determination Date for negotiable United States
dollar certificates of deposit having the Index Maturity specified on the face
hereof as published in H.15(519) (as defined below) under the caption “CDs
(secondary market)”, or


 


(2)                                  if
the rate referred to in clause (1) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity as published in H.15 Daily Update (as defined below), or
such other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption “CDs (secondary market)”, or


 


(3)                                  if
the rate referred to in clause (2) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date calculated by the Calculation Agent as the arithmetic mean
of the secondary market offered rates as of 10:00 A.M., New York City time, on
such CD Rate Interest Determination Date, of three leading nonbank dealers in
negotiable United States dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable United States dollar
certificates of deposit of major United States money market banks for
negotiable United States dollar certificates of deposit with a remaining
maturity closest to the Index Maturity in an amount that is representative for
a single transaction in such market at such time, or


 


(4)                                  if
the dealers so selected by the Calculation Agent are not quoting as mentioned
in clause (3), the CD Rate in effect on such CD Rate Interest Determination
Date.


 


“H.15(519)” means the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Board of Governors of the Federal Reserve System.


 


“H.15 Daily Update” means
the daily update of H.15(519), available through the world-wide-web site of the
Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.


 


CMT Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the CMT Rate, the CMT Rate shall be determined
by the Calculation Agent as of the applicable Interest Determination Date (a “CMT
Rate Interest Determination Date”) in accordance with the following provisions:


 


(1)                                  if
CMT Telerate Page 7051 is specified on the face hereof:


 


(a)                                  the percentage equal to the yield for
United States Treasury securities at “constant maturity” having the Index
Maturity specified on the face hereof as published in H.15(519) under the
caption “Treasury Constant Maturities,” as the yield is displayed on Bridge
Telerate, Inc. (or any successor service) on page 7051 (or any other page as
may replace the specified page on that service) (“Telerate Page 7051”), for the
CMT Rate Interest Determination Date, or


 


9





















 


(b)                                 if the rate referred to in clause (a)
does not so appear on Telerate Page 7051, the percentage equal to the yield for
United States Treasury securities at “constant maturity” having the particular
Index Maturity and for the CMT Rate Interest Determination Date as published in
H.15(519) under the caption “Treasury Constant Maturities,” or


 


(c)                                  if the rate referred to in clause (b)
does not so appear in H.15(519), the rate on the CMT Rate Interest
Determination Date for the period of the particular Index Maturity as may then
be published by either the Federal Reserve System Board of Governors or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate which would otherwise have been published in
H.15(519), or


 


(d)                                 if the rate referred to in clause (c) is
not so published, the rate on the CMT Rate Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at approximately
3:30 P.M., New York City time, on that CMT Rate Interest Determination
Date of three leading primary United States government securities dealers in
The City of New York (which may include the agents or their affiliates) (each,
a “Reference Dealer”), selected by the Calculation Agent from five Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation, or, in the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity equal to the particular Index
Maturity, a remaining term to maturity no more than one year shorter than that
Index Maturity and in a principal amount that is representative for a single
transaction in the securities in that market at that time, or


 


(e)                                  if fewer than five but more than two of
the prices referred to in clause (d) are provided as requested, the rate on the
particular Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotations shall be eliminated, or


 


(f)                                    if fewer than three prices referred to in
clause (d) are provided as requested, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on that Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation or, in the event of equality, one of the highest and the
lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity greater than the particular
Index Maturity, a remaining term to maturity closest to that Index Maturity and
in a principal amount that is representative for a single transaction in the
securities in that market at that time, or


 


(g)                                 if fewer than five but more than two
prices referred to in clause (f) are provided as requested, the rate on the
particular Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotations will be eliminated, or


 


(h)                                 if fewer than three prices referred to in
clause (f) are provided as requested, the CMT Rate in effect on the particular
Interest Determination Date.


 


(2)                                  if
CMT Telerate Page 7052 is specified on the face hereof:


 


(a)                                  the percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified
on the face hereof as published in H.15(519) opposite the caption “Treasury
Constant Maturities,” as the yield is displayed on Bridge Telerate, Inc. (or
any successor service) on page 7052 (or any other page as may replace the
specified page on that


 


10





















 


service)
(“Telerate Page 7052”), for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the CMT Rate Interest
Determination Date falls, or


 


(b)                                 if the rate referred to in clause (a)
does not so appear on Telerate Page 7052, the percentage equal to the one-week
or one-month, as specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the particular Index Maturity
and for the week or month, as applicable, preceding the CMT Rate Interest
Determination Date as published in H.15(519) opposite the caption “Treasury
Constant Maturities,” or


 


(c)                                  if the rate referred to in clause (b)
does not so appear in H.15(519), the one-week or one-month, as specified on the
face hereof, average yield for United States Treasury securities at “constant
maturity” having the particular Index Maturity as otherwise announced by the
Federal Reserve Bank of New York for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which the CMT Rate
Interest Determination Date falls, or


 


(d)                                 if the rate referred to in clause (c) is
not so published, the rate on the CMT Rate Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at approximately
3:30 P.M., New York City time, on that Interest Determination Date of
three Reference Dealers selected by the Calculation Agent from five Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation, or, in the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity equal to the particular Index
Maturity, a remaining term to maturity no more than one year shorter than that
Index Maturity and in a principal amount that is representative for a single
transaction in the securities in that market at that time, or


 


(e)                                  if fewer than five but more than two of
the prices referred to in clause (d) are provided as requested, the rate on the
CMT Rate Interest Determination Date calculated by the Calculation Agent based
on the arithmetic mean of the bid prices obtained and neither the highest nor
the lowest of the quotations shall be eliminated, or


 


(f)                                    if fewer than three prices referred to in
clause (d) are provided as requested, the rate on the CMT Rate Interest
Determination Date calculated by the Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on that Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation or, in the event of equality, one of the highest and the
lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity greater than the particular
Index Maturity, a remaining term to maturity closest to that Index Maturity and
in a principal amount that is representative for a single transaction in the
securities in that market at the time, or


 


(g)                                 if fewer than five but more than two
prices referred to in clause (f) are provided as requested, the rate on the CMT
Rate Interest Determination Date calculated by the Calculation Agent based on
the arithmetic mean of the bid prices obtained and neither the highest or the
lowest of the quotations will be eliminated, or


 


(h)                                 if fewer than three prices referred to in
clause (f) are provided as requested, the CMT Rate in effect on that CMT Rate
Interest Determination Date.


 


If two United States
Treasury securities with an original maturity greater than the Index Maturity
specified on the face hereof have remaining terms to maturity equally close to
the particular


 


11





















 


Index Maturity, the quotes for the United States
Treasury security with the shorter original remaining term to maturity will be
used.


 


Commercial Paper Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the Commercial Paper Rate, the Commercial Paper
Rate shall be determined as of the applicable Interest Determination Date (a “Commercial
Paper Rate Interest Determination Date”) as:


 


(1)                                  the
Money Market Yield (as defined below) on the Commercial Paper Rate Interest
Determination Date of the rate for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the caption “Commercial
Paper-Nonfinancial”, or 


 


(2)                                  if
the rate referred to in clause (1) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Money Market Yield of the rate
on such Commercial Paper Rate Interest Determination Date for commercial paper
having the Index Maturity as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “Commercial Paper-Nonfinancial”, or 


 


(3)                                  if
the rate referred to in clause (2) is not so published by 3:00 P.M., New York
City time, on such Calculation Date, the rate on such Commercial Paper Rate
Interest Determination Date calculated by the Calculation Agent as the Money
Market Yield of the arithmetic mean of the offered rates at approximately
11:00 A.M., New York City time, on such Commercial Paper Rate Interest
Determination Date of three leading dealers of United States dollar commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper having the Index Maturity placed for industrial issuers whose bond rating
is “Aa,” or the equivalent, from a nationally recognized statistical rating
organization, or 


 


(4)                                  if
the dealers so selected by the Calculation Agent are not quoting as mentioned
in clause (3), the Commercial Paper Rate in effect on such Commercial Paper
Rate Interest Determination Date. 


 


“Money Market Yield” means a yield (expressed as a
percentage) calculated in accordance with the following formula:


 





 


where “D” refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed as a decimal,
and “M” refers to the actual number of days in the applicable Interest Reset
Period.


 


Eleventh District Cost of Funds Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the Eleventh District Cost of Funds Rate, the
Eleventh District Cost of Funds Rate shall be determined as of the applicable
Interest Determination Date (an “Eleventh District Cost of Funds Rate Interest
Determination Date”) as:


 


(1)                                  the
rate equal to the monthly weighted average cost of funds for the calendar month
immediately preceding the month in which such Eleventh District Cost of Funds
Rate Interest Determination Date falls, as set forth under the caption “11th
District” on the display on Bridge Telerate, Inc. (or any successor service) on
page 7058 (or any other page as may replace the specified page on that service)
(“Telerate Page 7058”) as of 11:00 A.M., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date, or 


 


12





















 


(2)                                  if
the rate referred to in clause (1) does not so appear on Telerate Page 7058,
the monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the “Index”)
by the FHLB of San Francisco as such cost of funds for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, or 


 


(3)                                  if
the FHLB of San Francisco fails to announce the Index on or prior to such
Eleventh District Cost of Funds Rate Interest Determination Date for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Interest Determination Date. 


 


Federal Funds Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the Federal Funds Rate, the Federal Funds Rate
shall be determined as of the applicable Interest Determination Date (a “Federal
Funds Rate Interest Determination Date”) as:


 


(1)                                  the
rate on such Federal Funds Rate Interest Determination Date for United States
dollar federal funds as published in H.15(519) under the caption “Federal Funds
(Effective)” and displayed on Bridge Telerate, Inc. (or any successor service)
on page 120 (or any other page as may replace such page on such service) (“Telerate
Page 120”), or 


 


(2)                                  if
the rate referred to in clause (1) does not so appear on Telerate Page 120 or
is not so published by 3:00 P.M., New York City time, on the Calculation Date,
the rate on such Federal Funds Rate Interest Determination Date for United
States dollar federal funds as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “Federal Funds (Effective)”, or


 


(3)                                  if
the rate referred to in clause (2) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such Federal Funds
Interest Determination Date calculated by the Calculation Agent as the
arithmetic mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of United States
dollar federal funds transactions in The City of New York selected by the
Calculation Agent, prior to 9:00 A.M., New York City time, on such Federal
Funds Rate Interest Determination Date, or 


 


(4)                                  if
the brokers so selected by the Calculation Agent are not quoting as mentioned
in clause (3), the Federal Funds Rate in effect on such Federal Funds Rate
Interest Determination Date.


 


LIBOR.  If an Interest Rate Basis for this Note is
specified on the face hereof as LIBOR, LIBOR shall be determined by the
Calculation Agent as of the applicable Interest Determination Date (a “LIBOR
Interest Determination Date”) in accordance with the following provisions:


 


(1)                                  if
“LIBOR Telerate” is specified on the face hereof or if neither “LIBOR Reuters”
nor “LIBOR Telerate” is specified on the face hereof as the method for
calculating LIBOR, the rate for deposits in the LIBOR Currency having the Index
Maturity specified on the face hereof, commencing on the related Interest Reset
Date, that appears on the LIBOR Page (as defined below) as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, or 


 


(2)                                  if
“LIBOR Reuters” is specified on the face hereof, the arithmetic mean of the
offered rates calculated by the Calculation Agent (unless the LIBOR Page by its
terms provides only for a single rate, in which case such single rate will be
used) for deposits in the LIBOR Currency having the Index Maturity, commencing
on such Interest Reset Date, that appear (or, if only a single rate is required
as aforesaid, appears) on the LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, or


 


13





















 


(3)                                  if
fewer than two offered rates appear, or if no such rate appears, as applicable,
on such LIBOR Interest Determination Date on the LIBOR Page as specified in
clause (1) or (2) above, the rate calculated by the Calculation Agent of
at least two offered quotations obtained by the Calculation Agent after
requesting the principal London offices of each of four major reference banks
in the London interbank market to provide the Calculation Agent with its
offered quotation for deposits in the LIBOR Currency for the period of the
Index Maturity, commencing on the applicable Interest Reset Date, to prime
banks in the London interbank market at approximately 11:00 A.M., London time,
on such LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in the LIBOR Currency in such market at
such time, or


 


(4)                                  if
fewer than two quotations referred to in clause (3) are provided as requested,
the rate calculated by the Calculation Agent as the arithmetic mean of the
rates quoted at approximately 11:00 A.M., in the applicable Principal Financial
Center, on such LIBOR Interest Determination Date by three major banks in such
Principal Financial Center selected by the Calculation Agent for loans in the
LIBOR Currency to leading European banks, having the Index Maturity and in a
principal amount that is representative for a single transaction in the LIBOR
Currency in such market at such time, or 


 


(5)                                  if
the banks so selected by the Calculation Agent are not quoting as mentioned in
clause (4), LIBOR in effect on such LIBOR Interest Determination Date.


 


“LIBOR Currency” means the currency specified on the
face hereof as to which LIBOR shall be calculated or, if no such currency is
specified on the face hereof, United States dollars.


 


“LIBOR Page” means either: (a) if “LIBOR Reuters” is
specified on the face hereof, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on such service (or any successor
service)), for the purpose of displaying the London interbank rates of major
banks for the LIBOR Currency, or (b) if “LIBOR Telerate” is specified on
the face hereof or neither “LIBOR Reuters” nor “LIBOR Telerate” is specified on
the face hereof as the method for calculating LIBOR, the display on Bridge
Telerate, Inc. (or any successor service) on the page specified on the face
hereof (or any other page as may replace such page on such service (or any
successor service)), for the purpose of displaying the London interbank rates
of major banks for the LIBOR Currency. 


 


Prime Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the Prime Rate, the Prime Rate shall be determined
as of the applicable Interest Determination Date (a “Prime Rate Interest
Determination Date”) as:


 


(1)                                  the
rate on such Prime Rate Interest Determination Date as published in H.15(519)
under the caption “Bank Prime Loan”, or


 


(2)                                  if
the rate referred to in clause (1) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such Prime Rate
Interest Determination Date as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “Bank Prime Loan”, or


 


(3)                                  if
the rate referred to in clause (2) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such Prime Rate
Interest Determination Date calculated by the Calculation Agent as the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME 1 Page (as defined below) as such bank’s
prime rate or base lending rate as of 11:00 A.M., New York City time, on such
Prime Rate Interest Determination Date, or 


 


14





















 


(4)                                  if
fewer than four rates referred to in clause (3) are so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on such Prime
Rate Interest Determination Date calculated by the Calculation Agent as the
arithmetic mean of the prime rates or base lending rates quoted on the basis of
the actual number of days in the year divided by a 360-day year as of the close
of business on such Prime Rate Interest Determination Date by three major banks
in The City of New York selected by the Calculation Agent, or 


 


(5)                                  if
the banks so selected by the Calculation Agent are not quoting as mentioned in
clause (4), the Prime Rate in effect on such Prime Rate Interest Determination
Date.


 


“Reuters Screen US PRIME 1 Page” means the display on
the Reuter Monitor Money Rates Service (or any successor service) on the “US
PRIME 1” page (or any other page as may replace the US PRIME 1 page on such
service) for the purpose of displaying prime rates or base lending rates of
major United States banks.


 


Treasury Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the Treasury Rate, the Treasury Rate shall be
determined as of the applicable Interest Determination Date (a “Treasury Rate
Interest Determination Date”) as:


 


(1)                                  the
rate from the auction held on such Treasury Rate Interest Determination Date
(the “Auction”) of direct obligations of the United States (“Treasury Bills”)
having the Index Maturity specified on the face hereof under the caption “INVESTMENT
RATE” on the display on Bridge Telerate, Inc. (or any successor service) on
page 56 (or any other page as may replace such page on such service) (“Telerate
Page 56”) or page 57 (or any other page as may replace such page on such
service) (“Telerate Page 57”) or, 


 


(2)                                  if
the rate referred to in clause (1) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Bond Equivalent Yield (as
defined below) of the rate for such Treasury Bills as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “U.S. Government Securities/Treasury
Bills/Auction High” or 


 


(3)                                  if
the rate referred to in clause (2) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Bond Equivalent Yield of the
auction rate of such Treasury Bills as announced by the United States
Department of the Treasury, or 


 


(4)                                  if
the rate referred to in clause (3) is not so announced by the United States
Department of Treasury, or if the Auction is not held, the Bond Equivalent
Yield of the rate on such Treasury Rate Interest Determination Date of such
Treasury Bills as published in H.15(519) under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market” or, 


 


(5)                                  if
the rate referred to in clause (4) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such Treasury Rate
Interest Determination Date of such Treasury Bills as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”, or 


 


(6)                                  if
the rate referred to in clause (5) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such Treasury Rate
Interest Determination Date calculated by the Calculation Agent as the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid rates, as
of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest
Determination Date, of three primary United States government securities
dealers selected by the Calculation Agent for the issue of Treasury Bills with
a remaining maturity closest to the Index Maturity, or 


 


15





















 


(7)                                  if
the dealers so selected by the Calculation Agent are not quoting as mentioned
in clause (6), the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.


 


“Bond Equivalent Yield” means a yield (expressed as a
percentage) calculated in accordance with the following formula:


 





 


where “D” refers to the applicable per annum rate for
Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N”
refers to 365 or 366, as the case may be, and “M” refers to the actual number
of days in the applicable Interest Reset Period.


 


Notwithstanding the foregoing, the interest rate that
may accrue hereon during any Interest Reset Period shall not be greater than
the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, in each case as specified on the face hereof.  The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law, as the same
may be modified by United States law of general application.


 


The “Calculation Date”, if applicable, pertaining to
any Interest Determination Date shall be the earlier of (i) the tenth
calendar day after such Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be.  At the request
of the Holder hereof, the Calculation Agent will provide to the Holder hereof
the interest rate hereon then in effect and, if determined, the interest rate
that will become effective as a result of a determination made for the next
succeeding Interest Reset Date.


 


Accrued interest hereon shall be an amount calculated
by multiplying the principal amount hereof by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest factor
calculated for each day in the applicable Interest Period.  Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate
Basis or by the actual number of days in the year if the CMT Rate or the
Treasury Rate is an applicable Interest Rate Basis.  Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for this Note, if the
interest rate is calculated with reference to two or more Interest Rate Bases,
shall be calculated in each period in the same manner as if only the applicable
Interest Rate Basis specified on the face hereof applied.


 


All percentages resulting from any calculation on this
Note shall be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards, and all
dollar amounts used in or resulting from such calculation on this Note shall be
rounded to the nearest cent (with one-half cent being rounded upwards).


 


The Indenture contains provisions for defeasance at
any time of (a) the entire indebtedness of the Company evidenced by this Note
and (b) certain restrictive covenants and the related defaults and Events of
Default applicable to the Company, in each case, upon compliance by the Company
with certain conditions set forth in the Indenture, which provisions apply to
this Note.


 


If an Event of Default with respect to the Notes 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.


 


As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a


 


16





















 


receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given written notice to
the Trustee of a continuing Event of Default with respect to the Notes, the
Holders of not less than 25% in principal amount of the Notes 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 reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes 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 Note for the enforcement
of any payment of principal hereof or any premium or interest hereon on or
after the respective due dates expressed herein.


 


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 Outstanding
Debt 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 not less than
a majority in principal amount of all Outstanding Debt Securities affected
thereby.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes at the time Outstanding, on behalf of the Holders of all the
Notes, 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer herefor
or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this 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 the principal of (and
premium, if any) and interest on this Note 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 [and herein]  (7) set forth, the transfer of this Note
is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Note 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 his or her attorney, duly authorized in writing, and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


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 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
hereof 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.


 


No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or in this Note, or because of any
indebtedness evidenced hereby or thereby, shall be had against any promoter, as
such, or against any past, present or future stockholder, officer or director,
as such, of the Company or of any successor, either directly or through the
Company or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the


 










(7)                                  This
text applies to global Notes Only.


 


17





















 


acceptance of this Note by the Holder thereof and as
part of the consideration for the issue of the Notes.


 


THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


 


18





















 


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)

  	
   

  
	
  JT TEN -

  	
  as joint tenants with
  right of

  	
   

  	
  under Uniform Gifts to
  Minors

  	
   

  
	
   

  	
  survivorship and not as
  tenants in

  	
   

  	
  Act

  	
   

  	
   

  
	
   

  	
  common

  	
   

  	
   

  	
  (State)

  	
   

  
									



 


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


 










 


ASSIGNMENT FORM


 


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 and hereby irrevocably constitutes and appoints Attorney
  to transfer this Note on the books of the Trustee, with full power of
  substitution in the premises.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NOTICE:

  	
   

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

  	
   

  
								



 


19





















 


[OPTION TO ELECT
REPAYMENT


 


The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof specified below)
pursuant to its terms at a price equal to 100% of the principal amount to be
repaid, together with unpaid interest accrued hereon to the Repayment Date, to
the undersigned, at 


	
   

  	
   

  



(Please print or
typewrite name and address of the undersigned)


 


For this Note to be repaid, the Trustee must receive
at its corporate trust office, currently located at 100 Wall Street, Suite
1600, New York, New York 10005 (or at such other place or places of which the
Company shall from time to time notify the Holders of the Notes), this Note
with this “Option to Elect Repayment” form duly completed.


 


If less than the entire principal amount of this Note
is to be repaid, specify the portion hereof (which shall be increments of U.S.
$1,000) which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).


 


	
  Principal Amount

  	
   

  
	
  to be Repaid:$

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice: The signature(s) on this Option to Elect
  Repayment must correspond with the name(s) as written upon the face of this
  Note in every particular, without alteration or enlargement or any change
  whatsoever.] (8)

  
							



 










(8)                                  This
text applies to certificated Notes only.


 


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