Form of Note No. 1



 Exhibit 4.1 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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 HEREON 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. 







 TYSON FOODS, INC. 
 6.6% NOTES DUE 2016 
  

			
	 No. 1
	  	CUSIP No.: 902494 AN 3
		
		  	ISIN: US902494AN37
		
		  	$500,000,000

 TYSON FOODS, INC., a Delaware corporation (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, at the office or agency of the Company in The City of New York, New York, the principal sum
of FIVE HUNDRED MILLION Dollars ($500,000,000) on April 1, 2016, in the coin or currency of the United States, and to pay interest, on April 1 and October 1 of each year, commencing October 1, 2006, on said principal sum at said
office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the April 1 or October 1, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided
for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid or duly provided for on this Note, in which case from March 22, 2006,
until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as such address shall appear on
the Security Register of the Company or by wire transfer as provided in the Indenture. Notwithstanding the foregoing, if the date hereof is after the 15th day of March or September, as the case may be, and before the following April 1 or
October 1, this Note shall bear interest from such April 1 or October 1; provided, that if the Company shall default in the payment of interest due on such April 1 or October 1, then this Note shall bear interest from
the next preceding April 1 or October 1 to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on these Notes, from March 22, 2006. The interest so payable on any April 1 or
October 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the March 15 or September 15, as the
case may be, next preceding such April 1 or October 1, whether or not such day is a Business Day. 
 Reference is made to the
further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof. 







 IN WITNESS WHEREOF, TYSON FOODS, INC. has caused this instrument to be signed manually or by facsimile by
its duly authorized officers. 
 Dated: March 22, 2006 
  

			
	TYSON FOODS, INC.
		
	By:	 	 /s/ Richard L. Bond

		
	Name:	 	Richard L. Bond
		
	Title:	 	President and Chief Operating Officer
		
	By:	 	 /s/ Greg W. Lee

		
	Name:	 	Greg W. Lee
		
	Title:	 	Chief Administrative Officer and
		
		 	International President


  

			
	Attest:
		
	By:	 	 /s/ Nathan Hodne

	Name:	 	Nathan Hodne
	Title:	 	Associate General Counsel and Assistant Secretary








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

					
	Dated: March 22, 2006	 	JPMORGAN CHASE BANK, N.A.,
		 	as Trustee
			
		 	By:	 	 /s/ Albert Mari, Jr.

		 		 	Authorized Officer








 REVERSE OF NOTE 
 This Note is one of a duly authorized series of debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter referred to as the “Securities”), specified in the Indenture,
all issued or to be issued in one or more series under and pursuant to an Indenture (the “Indenture”) dated as of June 1, 1995, duly executed and delivered by the Company to JPMorgan Chase Bank, N.A. (as successor to The Chase
Manhattan Bank), as Trustee (the “Trustee”), to which Indenture and all Indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any)
at different rates, may be subject to different redemption provisions (if any) may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of a series designated as
the 6.6% Notes due April 1, 2016 of the Company, initially limited in aggregate principal amount to $1,000,000,000 (the “Note”). 
 Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and, to the extent lawful, on overdue installments of interest at the rate per
annum borne by this Note. If a payment date is not a Business Day as defined in the Indenture at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period. 
 The Company shall have the right to redeem this Note at the option of the Company, without premium or penalty, in
whole or in part (an “Optional Redemption”), at a redemption price (the “Optional Redemption Price”) equal to the greater of: 
 (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or 
 (ii) the sum of the remaining scheduled payments of principal of and interest on the Notes being redeemed (exclusive of interest accrued
as of the Redemption Date) discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30
basis points plus accrued and unpaid interest on the principal amount being redeemed to the Redemption Date. 
 Any redemption pursuant to
the preceding paragraph will be made upon not less than 30 nor more than 60 days prior notice before the Redemption Date to 







 the Holders, at the Optional Redemption Price. If this Note is only partially redeemed by the Company pursuant to an
Optional Redemption, this Note will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that if at the time of redemption this Note is registered as a Global Note, the Depositary shall determine, in
accordance with its procedures, the principal amount held by each Holder of this Note to be redeemed. 
 In the event of redemption of this
Note in part only, a new Note or Notes of this series for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 
 As used in this Note, the following terms have the meanings set forth below: 
 “Adjusted Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage
amount) equal to the Comparable Treasury Price for such Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes. 
 “Comparable Treasury Price” means, with respect to any Redemption Date,
(A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such Quotations. 
 “Quotation Agent” means the Reference Treasury Dealer appointed by
the Company. 
 “Redemption Date” means the date fixed for the redemption of any Notes. 
 “Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors and four other
nationally recognized investment banking firms that are primary U.S. Government securities dealers in New York City (“Primary Treasury Dealers”) specified from time to time by the Company; provided, however, that if the
foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer. 







 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the
Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 
 The interest rate
payable on this Note will be subject to adjustment from time to time if either Moody’s Investors Service, Inc. (“Moody’s”), or Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.
(“S&P”), downgrades (or subsequently upgrades) the debt rating applicable to this Note (a “rating”) as set forth below. 
 If the rating from Moody’s is decreased to a rating set forth in the immediately following table, the interest rate on this Note will increase from the rate set forth on the face of this Note by the percentage
set opposite that rating: 
  

				
	 Rating
	  	Percentage	 
	 Ba1
	  	.25	%
		
	 Ba2
	  	.50	%
		
	 Ba3
	  	.75	%
		
	 B1 or below
	  	1.00	%

 If the rating from S&P is decreased to a rating set forth in the immediately following table,
the interest rate on this Note will increase from the rate set forth on the face of this Note by the percentage set opposite that rating: 
  

				
	 Rating
	  	Percentage	 
	 BB+
	  	.25	%
		
	 BB
	  	.50	%
		
	 BB-
	  	.75	%
		
	 B+ or below
	  	1.00	%

 If Moody’s or S&P subsequently increases its rating to the rating in effect on
March 17, 2006, the interest rate on this Note will be decreased such that the interest rate for this Notes equals the interest rate set forth on the face of this Note. If Moody’s or S&P subsequently increases its rating to any of the
threshold ratings set forth above, the interest rate on this Note will be decreased such that the interest rate for this Note equals the interest rate set forth on the face of this 







 Note plus the percentages set opposite the ratings from the tables above in effect immediately following the increase.
Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate
for this Note be reduced to below the interest rate set forth on the face of this Note, and (2) the total increase in the interest rate on this Note exceed 2.00% above the interest rate set forth on the face of this Note. If Moody’s
increases its rating to Baa2 and S&P increases its rating to BBB+, the interest rate on this Note will remain at, or be decreased to, as the case may be, the interest rate set forth on the face of this Note and no subsequent downgrades in a
rating shall result in an adjustment of the interest rate on this Notes as provided herein. 
 If either Moody’s or S&P ceases to
provide a rating, any subsequent increase or decrease in the interest rate of this Note necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable
table above. No adjustments in the interest rate of this Note shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating, the interest rate on this Note
will increase to, or remain at, as the case may be, 2.00% above the interest rate set forth on the face of this Note. 
 Any interest rate
increase or decrease, as described above, will take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. 
 In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and
upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. 
 The Indenture contains provisions which provide that without prior notice to any Holders, the Company and the Trustee may amend the Indenture and the Securities of any series with the written consent of the Holders of a majority in
principal amount of the outstanding Securities of all series affected by such supplemental indenture (all such series voting as one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected
thereby (all such series voting as one class) by written notice to the Trustee may waive future compliance by the Company with any provision of the Indenture or the Securities of such series; provided that without the consent of each Holder
of the Securities of each series affected thereby, an amendment or waiver, including a waiver of past defaults, may not: (i) extend the stated maturity of the principal of, or any sinking fund obligation or any installment of interest on, such
Holder’s Security, or reduce the principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder
under any mandatory repurchase provision or any right of repurchase at the option of 







 such Holder, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable
upon an acceleration of the maturity or the amount thereof provable in bankruptcy, or change any place of payment where, or the currency in which, any Security of such series or any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date or, in the case of mandatory repurchase, the date therefor); (ii) reduce the
percentage in principal amount of outstanding Securities of such series the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of the Indenture or certain Defaults and their
consequences provided for in the Indenture; (iii) waive a Default in the payment of principal of or interest on any Security of such series; (iv) cause any Security of such series to be subordinated in right of payment to any obligation of
the Company; or (v) modify any of the provisions of the Indenture governing supplemental indentures with the consent of Securityholders except to increase any such percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the Holder of each outstanding Security of any series affected thereby. 
 It is also provided
in the Indenture that, subject to certain conditions, the Holders of at least a majority in principal amount of the outstanding Securities of the series affected (all such series voting as a single class), by notice to the Trustee, may waive an
existing Default or Event of Default with respect to the Securities of such series and its consequences, except a Default in the payment of principal of or interest on any Security or in respect of a covenant or provision of the Indenture which
cannot be modified or amended without the consent of the Holder of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities of such series arising therefrom
shall be deemed to have been cured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. 
 The Indenture provides that a series of Securities may include one or more tranches (each a “tranche”) of Securities, including
Securities issued in a periodic offering. The Securities of different tranches may have one or more different terms, including authentication dates and public offering prices, but all the Securities within each such tranche shall have identical
terms, including authentication date and public offering price. Notwithstanding any other provision of the Indenture, subject to certain exceptions, with respect to sections of the Indenture concerning the execution, authentication and terms of the
Securities, redemption of the Securities, Events of Default of the Securities, defeasance of the Securities and amendment of the Indenture, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any
series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to a board
resolution or a supplemental indenture establishing such series or tranche. 







 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 any premium and interest on this Note in the manner, at the place, at the respective times, at the rate and in the coin or currency herein
prescribed. 
 The Notes are issuable initially only in registered form without coupons in denominations of $1,000 and any multiple of $1,000
at the office or agency of the Company in The City of New York, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations. 
 Upon due presentment for registration of transfer of this Note at the office or agency of the
Company in The City of New York, a new Note or Notes of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith. 
 The Company, the Trustee and any authorized agent of the
Company or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon made by anyone other than the
Company or the Trustee or any authorized agent of the Company or the Trustee), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and, subject to the provisions on the face hereof, interest hereon,
and for all other purposes, and neither the Company nor the Trustee nor any authorized agent of the Company or the Trustee shall be affected by any notice to the contrary. 
 No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present, or future, of the Company or of any successor corporation, either directly or through
the Company or any successor corporation, 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 hereof and as part of the consideration for the issue hereof. 
 Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture. 







 THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF. 







 FORM OF TRANSFER NOTICE 
 FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 
 Insert Taxpayer
Identification No. 
                                       
                                        
                                        
                       
 Please print or
typewrite name and address including zip code of assignee 
                                       
                                        
                                        
                       
 the within Note
and all rights thereunder, hereby irrevocably constituting and appointing                      attorney to transfer said Note on the books of
the Company with full power of substitution in the premises. 
  

			
	 By:
	 	  

		
	 Date:
	 	  









 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 
 The following increases or decreases in this Global Note have been made: 
  

									
	 Date of
 Exchange
	 	 Amount of decrease in
 Principal Amount of this
 Global Note
	 	 Amount of increase in
 Principal Amount of this
 Global Note
	 	 Principal Amount of this
 Global Note following such
 decrease or increase
	 	 Signature of authorized
 signatory of Trustee or
 Securities
Custodian









 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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 HEREON
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. 







 TYSON FOODS, INC. 
 6.6% NOTES DUE 2016 
  

			
	 No. 2
	  	CUSIP No.: 902494 AN 3
		
		  	ISIN: US902494AN37
		
		  	$500,000,000

 TYSON FOODS, INC., a Delaware corporation (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, at the office or agency of the Company in The City of New York, New York, the principal sum
of FIVE HUNDRED MILLION Dollars ($500,000,000) on April 1, 2016, in the coin or currency of the United States, and to pay interest, on April 1 and October 1 of each year, commencing October 1, 2006, on said principal sum at said
office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the April 1 or October 1, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided
for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid or duly provided for on this Note, in which case from March 22, 2006,
until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as such address shall appear on
the Security Register of the Company or by wire transfer as provided in the Indenture. Notwithstanding the foregoing, if the date hereof is after the 15th day of March or September, as the case may be, and before the following April 1 or
October 1, this Note shall bear interest from such April 1 or October 1; provided, that if the Company shall default in the payment of interest due on such April 1 or October 1, then this Note shall bear interest from
the next preceding April 1 or October 1 to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on these Notes, from March 22, 2006. The interest so payable on any April 1 or
October 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the March 15 or September 15, as the
case may be, next preceding such April 1 or October 1, whether or not such day is a Business Day. 
 Reference is made to the
further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof. 







 IN WITNESS WHEREOF, TYSON FOODS, INC. has caused this instrument to be signed manually or by facsimile by
its duly authorized officers. 
 Dated: March 22, 2006 
  

			
	TYSON FOODS, INC.
		
	By:	 	 /s/ Richard L. Bond

	Name:	 	Richard L. Bond
	Title:	 	President and Chief Operating Officer
		
	By:	 	 /s/ Greg W. Lee

	Name:	 	Greg W. Lee
	Title:	 	Chief Administrative Officer and
		 	International President


  

			
	Attest:
		
	By:	 	 /s/ Nathan Hodne

	Name:	 	Nathan Hodne
	Title:	 	 Associate General Counsel and
 Assistant
Secretary









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

					
	Dated: March 22, 2006	 	JPMORGAN CHASE BANK, N.A.,
		 	 as Trustee

			
		 	By:	 	 /s/ Albert Mari, Jr.

		 		 	Authorized Officer








 REVERSE OF NOTE 
 This Note is one of a duly authorized series of debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter referred to as the “Securities”), specified in the Indenture,
all issued or to be issued in one or more series under and pursuant to an Indenture (the “Indenture”) dated as of June 1, 1995, duly executed and delivered by the Company to JPMorgan Chase Bank, N.A. (as successor to The Chase
Manhattan Bank), as Trustee (the “Trustee”), to which Indenture and all Indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any)
at different rates, may be subject to different redemption provisions (if any) may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of a series designated as
the 6.6% Notes due April 1, 2016 of the Company, initially limited in aggregate principal amount to $1,000,000,000 (the “Note”). 
 Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and, to the extent lawful, on overdue installments of interest at the rate per
annum borne by this Note. If a payment date is not a Business Day as defined in the Indenture at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period. 
 The Company shall have the right to redeem this Note at the option of the Company, without premium or penalty, in
whole or in part (an “Optional Redemption”), at a redemption price (the “Optional Redemption Price”) equal to the greater of: 
 (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or 
 (ii) the sum of the remaining scheduled payments of principal of and interest on the Notes being redeemed (exclusive of interest accrued
as of the Redemption Date) discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30
basis points plus accrued and unpaid interest on the principal amount being redeemed to the Redemption Date. 
 Any redemption pursuant to
the preceding paragraph will be made upon not less than 30 nor more than 60 days prior notice before the Redemption Date to 







 the Holders, at the Optional Redemption Price. If this Note is only partially redeemed by the Company pursuant to an
Optional Redemption, this Note will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided that if at the time of redemption this Note is registered as a Global Note, the Depositary shall determine, in
accordance with its procedures, the principal amount held by each Holder of this Note to be redeemed. 
 In the event of redemption of this
Note in part only, a new Note or Notes of this series for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 
 As used in this Note, the following terms have the meanings set forth below: 
 “Adjusted Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage
amount) equal to the Comparable Treasury Price for such Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes. 
 “Comparable Treasury Price” means, with respect to any Redemption Date,
(A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such Quotations. 
 “Quotation Agent” means the Reference Treasury Dealer appointed by
the Company. 
 “Redemption Date” means the date fixed for the redemption of any Notes. 
 “Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors and four other
nationally recognized investment banking firms that are primary U.S. Government securities dealers in New York City (“Primary Treasury Dealers”) specified from time to time by the Company; provided, however, that if the
foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer. 







 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the
Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 
 The interest rate
payable on this Note will be subject to adjustment from time to time if either Moody’s Investors Service, Inc. (“Moody’s”), or Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.
(“S&P”), downgrades (or subsequently upgrades) the debt rating applicable to this Note (a “rating”) as set forth below. 
 If the rating from Moody’s is decreased to a rating set forth in the immediately following table, the interest rate on this Note will increase from the rate set forth on the face of this Note by the percentage
set opposite that rating: 
  

				
	 Rating
	  	Percentage	 
	 Ba1
	  	.25	%
	 Ba2
	  	.50	%
	 Ba3
	  	.75	%
	 B1 or below
	  	1.00	%

 If the rating from S&P is decreased to a rating set forth in the immediately following table,
the interest rate on this Note will increase from the rate set forth on the face of this Note by the percentage set opposite that rating: 
  

				
	 Rating
	  	Percentage	 
	 BB+
	  	.25	%
	 BB
	  	.50	%
	 BB-
	  	.75	%
	 B+ or below
	  	1.00	%

 If Moody’s or S&P subsequently increases its rating to the rating in effect on
March 17, 2006, the interest rate on this Note will be decreased such that the interest rate for this Notes equals the interest rate set forth on the face of this Note. If Moody’s or S&P subsequently increases its rating to any of the
threshold ratings set forth above, the interest rate on this Note will be decreased such that the interest rate for this Note equals the interest rate set forth on the face of this 







 Note plus the percentages set opposite the ratings from the tables above in effect immediately following the increase.
Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate
for this Note be reduced to below the interest rate set forth on the face of this Note, and (2) the total increase in the interest rate on this Note exceed 2.00% above the interest rate set forth on the face of this Note. If Moody’s
increases its rating to Baa2 and S&P increases its rating to BBB+, the interest rate on this Note will remain at, or be decreased to, as the case may be, the interest rate set forth on the face of this Note and no subsequent downgrades in a
rating shall result in an adjustment of the interest rate on this Notes as provided herein. 
 If either Moody’s or S&P ceases to
provide a rating, any subsequent increase or decrease in the interest rate of this Note necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable
table above. No adjustments in the interest rate of this Note shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating, the interest rate on this Note
will increase to, or remain at, as the case may be, 2.00% above the interest rate set forth on the face of this Note. 
 Any interest rate
increase or decrease, as described above, will take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. 
 In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and
upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. 
 The Indenture contains provisions which provide that without prior notice to any Holders, the Company and the Trustee may amend the Indenture and the Securities of any series with the written consent of the Holders of a majority in
principal amount of the outstanding Securities of all series affected by such supplemental indenture (all such series voting as one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected
thereby (all such series voting as one class) by written notice to the Trustee may waive future compliance by the Company with any provision of the Indenture or the Securities of such series; provided that without the consent of each Holder
of the Securities of each series affected thereby, an amendment or waiver, including a waiver of past defaults, may not: (i) extend the stated maturity of the principal of, or any sinking fund obligation or any installment of interest on, such
Holder’s Security, or reduce the principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount), or any premium payable with respect thereto, or adversely affect the rights of such Holder
under any mandatory repurchase provision or any right of repurchase at the option of 







 such Holder, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable
upon an acceleration of the maturity or the amount thereof provable in bankruptcy, or change any place of payment where, or the currency in which, any Security of such series or any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date or, in the case of mandatory repurchase, the date therefor); (ii) reduce the
percentage in principal amount of outstanding Securities of such series the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of the Indenture or certain Defaults and their
consequences provided for in the Indenture; (iii) waive a Default in the payment of principal of or interest on any Security of such series; (iv) cause any Security of such series to be subordinated in right of payment to any obligation of
the Company; or (v) modify any of the provisions of the Indenture governing supplemental indentures with the consent of Securityholders except to increase any such percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the Holder of each outstanding Security of any series affected thereby. 
 It is also provided
in the Indenture that, subject to certain conditions, the Holders of at least a majority in principal amount of the outstanding Securities of the series affected (all such series voting as a single class), by notice to the Trustee, may waive an
existing Default or Event of Default with respect to the Securities of such series and its consequences, except a Default in the payment of principal of or interest on any Security or in respect of a covenant or provision of the Indenture which
cannot be modified or amended without the consent of the Holder of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities of such series arising therefrom
shall be deemed to have been cured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. 
 The Indenture provides that a series of Securities may include one or more tranches (each a “tranche”) of Securities, including
Securities issued in a periodic offering. The Securities of different tranches may have one or more different terms, including authentication dates and public offering prices, but all the Securities within each such tranche shall have identical
terms, including authentication date and public offering price. Notwithstanding any other provision of the Indenture, subject to certain exceptions, with respect to sections of the Indenture concerning the execution, authentication and terms of the
Securities, redemption of the Securities, Events of Default of the Securities, defeasance of the Securities and amendment of the Indenture, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any
series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to a board
resolution or a supplemental indenture establishing such series or tranche. 







 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 any premium and interest on this Note in the manner, at the place, at the respective times, at the rate and in the coin or currency herein
prescribed. 
 The Notes are issuable initially only in registered form without coupons in denominations of $1,000 and any multiple of $1,000
at the office or agency of the Company in The City of New York, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations. 
 Upon due presentment for registration of transfer of this Note at the office or agency of the
Company in The City of New York, a new Note or Notes of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith. 
 The Company, the Trustee and any authorized agent of the
Company or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon made by anyone other than the
Company or the Trustee or any authorized agent of the Company or the Trustee), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and, subject to the provisions on the face hereof, interest hereon,
and for all other purposes, and neither the Company nor the Trustee nor any authorized agent of the Company or the Trustee shall be affected by any notice to the contrary. 
 No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present, or future, of the Company or of any successor corporation, either directly or through
the Company or any successor corporation, 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 hereof and as part of the consideration for the issue hereof. 
 Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture. 







 THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF. 







 FORM OF TRANSFER NOTICE 
 FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 
 Insert Taxpayer
Identification No. 
 __________________________________________ 
 Please print or typewrite name and address including zip code of assignee 
 __________________________________________ 
 the within Note and all rights thereunder, hereby irrevocably constituting and
appointing                      attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

  

			
	By:	 	  

		
	Date:	 	  









 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 
 The following increases or decreases in this Global Note have been made: 
  

									
	 Date of
 Exchange
	 	 Amount of decrease in
Principal Amount of this
Global
Note
	 	 Amount of increase in
Principal Amount of this
Global
Note
	 	 Principal Amount of this
Global Note following such
decrease or
increase
	 	 Signature of authorized
signatory of Trustee or
Securities
Custodian