Exhibit 4.3


 


[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. FXR-

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
							



 


 


NEW PLAN EXCEL
REALTY TRUST, INC.


MEDIUM-TERM NOTE


(Fixed Rate)


 


	
  ORIGINAL ISSUE DATE:

  	
   

  	
   

  	
   

  	
  INTEREST RATE:        %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STATED MATURITY DATE:

  	
   

  	
   

  	
   

  	
  DEFAULT RATE: N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST PAYMENT
  DATE(S):

  	
   

  	
   

  	
   

  	
   

  
	
  o
                      
  and                     

  	
   

  	
   

  	
   

  	
   

  
	
  o
  Other:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INITIAL REDEMPTION

  	
   

  	
  INITIAL REDEMPTION

  	
   

  	
  ANNUAL REDEMPTION

  
	
  DATE:

  	
   

  	
  PERCENTAGE:       %

  	
   

  	
  DATE:

  
	
   

  	
   

  	
  REDUCTION:
        %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OPTIONAL REPAYMENT

  	
   

  	
   

  	
  o
  CHECK IF A DISCOUNT NOTE

  
	
  DATE(S):

  	
   

  	
   

  	
  Issue
  Price:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SPECIFIED CURRENCY:

  	
   

  	
   

  	
  AUTHORIZED
  DENOMINATION:

  
	
  United States dollars

  	
   

  	
   

  	
  o
  $1,000 and integral multiples thereof

  
	
   

  	
   

  	
   

  	
  o  Other:

  
	
   

  	
   

  	
   

  
	
  ADDENDUM ATTACHED:

  	
   

  	
   

  	
  OTHER/ADDITIONAL
  PROVISIONS:

  
	
  o
  Yes:

  	
   

  	
   

  
	
  o
  No

  	
   

  	
   

  
							



 










(1)                                  This
paragraph applies to global Notes only.


 





















 


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 shall include
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 the Interest Rate per annum 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 be computed on the
basis of a 360-day year of twelve 30-day months.


 


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 Interest Payment Date other than the
Maturity Date by wire transfer of immediately available funds if


 










(2)                                  This
text applies to certificated Notes only.


(3)                                  This
text applies to certificated Notes only.


 


2





















 


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 or 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 such Interest Payment Date or the
Maturity Date, as the case may be, 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.


 


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.


 


3





















 


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

  	
   

  
			



 


4





















 


[REVERSE OF NOTE]


 


NEW PLAN EXCEL
REALTY TRUST, INC.


MEDIUM-TERM NOTE


(Fixed 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.


 


5





















 


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)
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 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 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


 










(5)                                  This
text applies to certificated Notes only.


(6)                                  This
text applies to certificated Notes only.


 


6





















 


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 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.


 










(7)                                  This
text applies to global Notes only.


 


7





















 


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.

  	
   

  	
   

  
								



 


8





















 


[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.


 


9