Exhibit
4.8


 


AMEREN CORPORATION


 


Company Order


 


	
   

  	
                            ,
  20     

  	
   

  



 


THE BANK OF NEW YORK


as Trustee


c/o BNY Trust Company of
Missouri


 


                                                     


 


                                                     


 


Ladies and Gentlemen:


 


Application is hereby
made to The Bank of New York, a New York banking corporation, as trustee (the
“Trustee”), under the Indenture, dated as of December 1, 2001 (the
“Indenture”), between Ameren Corporation, a Missouri corporation (the
“Company”), and the Trustee for the authentication and delivery of
$                    
aggregate principal amount of the Company’s Notes due
                          ,
20      (the “Notes”), pursuant to the provisions of
Article II of the Indenture. 
Additional Notes without limitation as to amount, and without the
consent of the holders of the then Outstanding Notes, may also be authenticated
and delivered in the manner provided in Section 2.05 of the Indenture.  All capitalized terms not defined herein
that are defined in the Indenture shall have the same meaning as used in the
Indenture.


 


The Notes will be
registered under the Securities Act of 1933, as amended, and issued [initially
in the form of a Global Note registered in the name of Cede & Co. (as
nominee for The Depository Trust Company (“DTC”), New York, New York, which
will act as the Depositary for the Global Notes)].  Pursuant to Section 2.05(c) of the Indenture, the Global Notes
will have the terms set forth in the form of Global Note attached hereto as Exhibit
A (which terms are incorporated by reference in this Company Order) and the
definitive Note will have the terms set forth in the form of definitive Note
attached hereto as Exhibit B (which terms are incorporated by reference
in this Company Order).  The Notes will
be issued only in denominations of
$          and integral multiples
thereof.  The Global Notes shall bear
the depository legend in substantially the form set forth in Exhibit A attached
hereto.


 


[The Trustee and the
Company will have no responsibility or liability for any aspect of transfers of
beneficial interests in the Notes (which transfers will be conducted pursuant
to the customary procedures of DTC), any records of DTC of beneficial interests
or any transactions between DTC and its participants or between any such
participants and any other beneficial owners or for monitoring, supervising or
reviewing of any thereof.]


 


In connection with this
Company Order, there are delivered to you herewith the following:


 

















 


1.               Certified
copies of the resolutions adopted by the Board of Directors of the Company and
by the Executive Committee of the Board of Directors of the Company authorizing
this Company Order and the issuance and sale of the Notes by the Company
pursuant to Section 2.05(c)(1) of the Indenture;


 


2.               Opinions
of Counsel addressed to you or in which it is stated that you may rely pursuant
to Section 2.05(c)(2) of the Indenture;


 


3.               Officers’
Certificate pursuant to Section 2.05(c)(3) of the Indenture; and


 


4.               A
[Global] Note (No. R-     ) representing the Notes
executed on behalf of the Company in accordance with the terms of Section
2.05(a) of the Indenture.


 


You are hereby
instructed to authenticate the [Global] Note representing the Notes and deliver
such [Global] Note representing the Notes [through the facilities of DTC] at
the closing thereof, such closing to be held at
    :     A.M., New York City time,
                ,
20    , at the offices of
                              ,
New York, New York.


 


Please
acknowledge receipt of the [Global] Note representing the Notes, the
instructions referred to above and the supporting documentation pursuant to the
Indenture referred to above.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMEREN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Receipt from
the Company of the [Global] Note representing the Notes, certain instructions
related thereto and the supporting documentation pursuant to the Indenture in
connection with the authentication and delivery of the Notes is hereby acknowledged.


 


	
   

  	
  THE BANK OF
  NEW YORK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


EXHIBIT A


FORM OF GLOBAL NOTE


 


THIS NOTE IS A
GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE
THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR THE INDIVIDUAL NOTES
REPRESENTED HEREBY AS PROVIDED IN THE INDENTURE REFERRED TO BELOW, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE
TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


AMEREN
CORPORATION

NOTE DUE
                 ,
20      


 


 


	
  CUSIP:

  	
   

  	
  NUMBER:  R-

  
	
   

  	
   

  	
   

  
	
  ORIGINAL ISSUE DATE:

  	
   

  	
  PRINCIPAL AMOUNT:

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE:

  	
   

  	
  MATURITY DATE:

  



 


 


AMEREN CORPORATION, a
corporation of the State of Missouri (the “Company”), for value received hereby
promises to pay to CEDE & CO., or registered assigns, the principal amount
specified above on the Maturity Date set forth above, and to pay interest
thereon from and including the Original Issue Date specified above or from and
including the most recent interest payment date to which interest has been paid
or duly provided for [semi-annually] in
arrears on
               
and
               
of each year, commencing                
(each, an “Interest Payment Date”), at the per annum interest rate set forth above
until the principal hereof is paid or made available for payment.  No interest shall accrue on the
Maturity Date so long as the principal amount of this Note is paid on the
Maturity Date.


 


The interest so payable
and punctually paid or duly provided for on any such Interest Payment Date
(except for interest payable on the Maturity Date set forth above or, if
applicable, upon [redemption or] acceleration) will, as provided in the
Indenture (as defined below), be paid to the Person in whose name this Note is
registered at the close of business on the Regular Record Date for such
interest installment, which shall be the close of business 15 calendar days


 


A-1

















 


prior
to an Interest Payment Date; provided, that the first Interest Payment Date for
any part of this Note, the Original Issue Date of which is after a Regular
Record Date but prior to the applicable Interest Payment Date, shall be the
Interest Payment Date following the next succeeding Regular Record Date; and
provided, that interest payable on the Maturity Date set forth above or, if
applicable, upon [redemption or] acceleration, shall be payable to the Person
to whom principal shall be payable. 
Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and shall be paid to the Person in whose
name this Note is registered at the close of business on a Special Record Date
for the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Noteholders not more than fifteen days or fewer than
ten days prior to such Special Record Date. 
Payment of the principal of and interest and premium on this Note shall
be payable pursuant to Section 2.12(a) of the Indenture.


 


This Note is a Global
Note issued in respect of a duly authorized issue of
      % Notes due                      ,
20      (the “Notes of this Series”, which term
includes any Global Notes representing such Notes) of the Company issued and to
be issued under an Indenture dated as of December 1, 2001 between the Company
and The Bank of New York, as trustee (herein called the “Trustee”, which term
includes any successor Trustee under the Indenture) and indentures supplemental
thereto (collectively, the “Indenture”). 
Under the Indenture, one or more series of notes may be issued and, as
used herein, the term “Notes” refers to the Notes of this Series.  Reference is hereby made to the Indenture
for a more complete statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the
Noteholders and of the terms upon which the Notes are and are to be
authenticated and delivered.


 


Each Note of this Series
shall be dated and issued as of the date of its authentication by the Trustee
and shall bear an Original Issue Date. 
Each Note of this Series issued upon transfer, exchange or substitution
of such Note shall bear the Original Issue Date of such transferred, exchanged
or substituted Note, as the case may be.


 


Interest payments for
this Note shall be computed on the basis of a 360-day year consisting of twelve
30-day months.  If any Interest Payment
Date falls on a day that is not a Business Day, the Interest Payment Date will
be the next succeeding Business Day (and without any interest or other payment
in respect of any such delay).  If the
Maturity Date of this Note or any redemption date falls on a day that is not a
Business Day, the payment of principal and interest will be made on the next
succeeding Business Day, and no interest on such payment shall accrue for the
period from and after the Maturity Date or such redemption date.


 


[Insert redemption
provisions, if any.]


 


[The Notes do not have
the benefit of any sinking fund obligation and will not be redeemable by the
Company prior to the Maturity Date.]


 


The Company, at its
option, and subject to the terms and conditions provided in the Indenture, will
be discharged from any and all obligations in respect of the Notes (except for
certain obligations including obligations to register the transfer or exchange
of Notes, replace stolen, lost or mutilated Notes, maintain paying agencies and
hold monies for payment in trust,


 


A-2

















 


all
as set forth in the Indenture) if the Company deposits with the Trustee money,
U.S. Government Obligations which through the payment of interest thereon
and principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an
amount sufficient, without reinvestment, to pay all the principal of and any
premium and interest on the Notes on the dates such payments are due in accordance
with the terms of the Notes.


 


If an Event of Default
shall occur and be continuing with respect to the Notes, the principal of and
interest on the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modifications of the rights and obligations of the Company and the rights of
the Noteholders under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Outstanding Notes.  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 hereof or in exchange therefor or in lieu thereof
whether or not notation of such consent or waiver is made upon this Note.


 


As set forth in and
subject to the provisions of the Indenture, no Holder of any notes issued under
the Indenture will have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to such Notes, the Holders of a majority in aggregate principal
amount of the Outstanding Notes of all series under the Indenture in respect of
which an Event of Default has occurred and is continuing, considered as one
class, shall have made written request and offered reasonable indemnity to the
Trustee to institute such proceeding as Trustee and the Trustee shall have
failed to institute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Note on or after the respective due dates expressed here.


 


No reference herein to
the Indenture and to provisions 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 at the times,
places and rates and the coin or currency prescribed in the Indenture.


 


As provided in the
Indenture and subject to certain limitations therein set forth, this Note may
be transferred only as permitted by the legend hereto and the provisions of the
Indenture.


 


The Indenture and the
Notes shall be governed by, and construed in accordance with, the laws of the State
of New York without regard to conflicts of law principles thereof.


 


Unless the certificate of
authentication hereon has been executed by the Trustee, directly or through an
Authenticating Agent by manual signature of an authorized officer, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


A-3

















 


All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in the Indenture unless otherwise indicated herein.


 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed.


 


	
   

  	
  AMEREN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


This Note is
one of the Notes of the series herein designated, described or provided for in
the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF
  NEW YORK, As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


A-4

















 


EXHIBIT B

FORM OF DEFINITIVE NOTE


 


AMEREN CORPORATION

NOTE DUE
                ,
20   


 


 


	
  CUSIP:

  	
   

  	
  NUMBER:  R-

  
	
  ORIGINAL ISSUE DATE:

  	
   

  	
  PRINCIPAL AMOUNT:

  
	
  INTEREST RATE:

  	
   

  	
  MATURITY DATE:

  



 


 


AMEREN CORPORATION, a
corporation of the State of Missouri (the “Company”), for value received hereby
promises to pay to
                ,
or registered assigns, the principal amount specified above on the Maturity Date
set forth above, and to pay interest thereon from and including the Original Issue
Date specified above or from and including the most recent interest payment
date to which interest has been paid or duly provided for [semi-annually] in arrears on                  and                  of each year, commencing                  (each, an “Interest Payment Date”), at the per
annum interest rate set forth above until the principal hereof is paid or made
available for payment.  No interest
shall accrue on the Maturity Date so long as the principal amount of this Note
is paid on the Maturity Date.


 


The interest
so payable and punctually paid or duly provided for on any such Interest
Payment Date (except for interest payable on the Maturity Date set forth above
or, if applicable, upon [redemption or] acceleration) will, as provided in the
Indenture (as defined below), be paid to the Person in whose name this Note is
registered at the close of business on the Regular Record Date for such
interest installment, which shall be the close of business 15 calendar days
prior to an Interest Payment Date; provided, that the first Interest Payment
Date for any part of this Note, the Original Issue Date of which is after a
Regular Record Date but prior to the applicable Interest Payment Date, shall be
the Interest Payment Date following the next succeeding Regular Record Date;
and provided, that interest payable on the Maturity Date set forth above or, if
applicable, upon [redemption or] acceleration, shall be payable to the Person
to whom principal shall be payable. 
Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and shall be paid to the Person in whose
name this Note is registered at the close of business on a Special Record Date
for the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Noteholders not more than fifteen days or fewer than
ten days prior to such Special Record Date.


 


Principal, applicable
premium and interest due at the Maturity of this Note shall be payable in
immediately available funds when due upon presentation and surrender of this
Note at the corporate trust office of the Trustee or at the authorized office
of any paying agent in the Borough of Manhattan, The City and State of New York
or St. Louis, Missouri.  Interest
on this Note (other than interest payable at Maturity) shall be paid by check
payable in clearinghouse funds to the Holder as its name appears on the
register; provided, that if the Trustee receives a written request from any
Holder of Notes, the aggregate principal amount of all of which having


 


B-1

















 


the
same Interest Payment Date as this Note equals or exceeds $10,000,000, on or
before the applicable Regular Record Date for such Interest Payment Date,
interest on the Note shall be paid by wire transfer of immediately available
funds to a bank within the continental United States (designated by such Holder
in its request or by direct deposit into the account of such Holder designated
by such Holder in its request if such account is maintained with the Trustee or
any paying agent).


 


This Note is a duly
authorized issue of      % Notes due
                ,
20    (the “Notes of this Series”) of the Company issued and to
be issued under an Indenture dated as of December 1, 2001 between the Company
and The Bank of New York, as trustee (herein called the “Trustee”, which term
includes any successor Trustee under the Indenture) and indentures supplemental
thereto (collectively, the “Indenture”). 
Under the Indenture, one or more series of notes may be issued and, as
used herein, the term “Notes” refers to the Notes of this Series.  Reference is hereby made to the Indenture
for a more complete statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the
Noteholders and of the terms upon which the Notes are and are to be
authenticated and delivered.


 


Each Note of this Series
shall be dated and issued as of the date of its authentication by the Trustee
and shall bear an Original Issue Date. 
Each Note of this Series issued upon transfer, exchange or substitution
of such Note shall bear the Original Issue Date of such transferred, exchanged
or substituted Note, as the case may be.


 


Interest payments for
this Note shall be computed on the basis of a 360-day year consisting of twelve
30-day months.  If any Interest Payment
Date falls on a day that is not a Business Day, the Interest Payment Date will
be the next succeeding Business Day (and without any interest or other payment
in respect of any such delay).  If the
Maturity Date of this Note or any redemption date falls on a day that is not a
Business Day, the payment of principal and interest will be made on the next
succeeding Business Day, and no interest on such payment shall accrue for the
period from and after the Maturity Date or such redemption date.


 


[Insert redemption
provisions, if any.]


 


[The Notes do not have
the benefit of any sinking fund obligation and will not be redeemable by the
Company prior to the Maturity Date.]


 


The Company, at its
option, and subject to the terms and conditions provided in the Indenture, will
be discharged from any and all obligations in respect of the Notes (except for
certain obligations including obligations to register the transfer or exchange
of Notes, replace stolen, lost or mutilated Notes, maintain paying agencies and
hold monies for payment in trust, all as set forth in the Indenture) if the Company
deposits with the Trustee money, U.S. Government Obligations which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money, or a combination of money and U.S. Government
Obligations, in any event in an amount sufficient, without reinvestment, to pay
all the principal of and any premium and interest on the Notes on the dates
such payments are due in accordance with the terms of the Notes.


 


B-2

















 


If an Event of Default
shall occur and be continuing with respect to the Notes, the principal of and
interest on the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modifications of the rights and obligations of the Company and the rights of
the Noteholders under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Outstanding Notes.  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 hereof or in exchange therefor or in lieu thereof
whether or not notation of such consent or waiver is made upon this Note.


 


As set forth in and
subject to the provisions of the Indenture, no Holder of any notes issued under
the Indenture will have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to such Notes, the Holders of a majority in aggregate principal
amount of the Outstanding Notes of all series under the Indenture in respect of
which an Event of Default has occurred and is continuing, considered as one
class, shall have made written request and offered reasonable indemnity to the
Trustee to institute such proceeding as Trustee and the Trustee shall have
failed to institute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Note on or after the respective due dates expressed here.


 


No reference herein to
the Indenture and to provisions 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 at the times,
places and rates and the coin or currency prescribed in the Indenture.


 


As provided in the
Indenture, the transfer of this Note is registrable in the Note register.  Upon surrender of this Note for registration
or transfer at the corporate trust office of the Trustee or such other office
as may be designated by the Company in the Borough of Manhattan, the City and
State of New York, or St. Louis Missouri, endorsed by or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Note
registrar, duly executed by the Holder hereof or the attorney in fact of such
Holder duly authorized in writing, one or more new Notes of this series of like
tenor and of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.


 


The Notes of this Series
are issuable only in registered form, without coupons, in denominations of
$      and integral multiples of
$     .  As
provided in the Indenture, Notes of this Series are exchangeable for a like
aggregate principal amount of Notes of this Series of like tenor and of a
different authorized denomination, as requested by the Holder surrendering the
same.


 


B-3

















 


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


 


The Indenture and the
Notes shall be governed by, and construed in accordance with, the laws of the
State of New York without regard to conflicts of law principles thereof.


 


Unless the certificate of
authentication hereon has been executed by the Trustee, directly or through an
Authenticating Agent by manual signature of an authorized officer, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


 


All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in the Indenture unless otherwise indicated herein.


 


B-4

















 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


	
   

  	
  AMEREN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


This Note is
one of the Notes of the series herein designated, described or provided for in
the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF
  NEW YORK, As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


 


B-5

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned assigns and transfers this Note due
                    
to:


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



(Insert assignee’s social security or tax identification number)


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



(Insert address and zip code of assignee)


 


and irrevocably appoints


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


agent to transfer this Note on the books of the Note register.  The agent may substitute another to act for
him or her.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  
	
   

  
	
   

  
	
  (Sign exactly as your name appears on the
  other side of this Security)

  
				



 


SIGNATURE GUARANTEE


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


 


B-6