EXHIBIT 4.5


 [FORM OF 2042 NOTE – REG S]


Permanent Global Fixed Rate Note


                    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 THEREOF. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO A NOMINEE OF DTC, BY A NOMINEE OF DTC TO DTC
OR ANOTHER NOMINEE OF DTC, OR BY DTC OR A NOMINEE OF DTC TO A SUCCESSOR OF DTC
OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO AMERICAN EXPRESS COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR TO SUCH OTHER ENTITY 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
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE RESOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE
HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES ON ITS OWN BEHALF AND ON
BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, THAT THIS
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO AMERICAN EXPRESS COMPANY (THE
“ISSUER”) OR ANY OF ITS SUBSIDIARIES, (II) SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (III) IN AN
OFFSHORE TRANSACTION TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR
904 OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION, OR
(V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE
HOLDER 







HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES THAT IT IS NOT A
U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT. THE FOREGOING LEGEND MAY BE REMOVED FROM
THIS SECURITY ONLY WITH THE CONSENT OF THE ISSUER.


          BY ITS
ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY
SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN
EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION
4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE
(“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE
“PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (II) THE
ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE OR GIVE RISE TO A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.







AMERICAN EXPRESS COMPANY


4.050% Senior Notes due December 3, 2042


$ _________________


No. _________________


CUSIP No. U02581 AH6*

ISIN USU02581AH64*


          AMERICAN
EXPRESS COMPANY, a New York corporation (hereinafter called 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, the principal sum of $[•] on December 3, 2042, and to pay
interest (computed on the basis of a 360-day year comprised of twelve 30-day
months) thereon from December 3, 2012, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, on June 3 and
December 3 in each year, commencing June 3, 2013 and at maturity or upon
redemption or repayment, if any, at the rate per annum specified in the title
of this Note, until the principal hereof is paid or made available for payment
(and, in the case of a default in the payment of principal or interest, at the
rate of 4.050% per annum on such overdue principal and (to the extent that the
payment of such interest shall be legally enforceable) on such overdue interest
which shall accrue from the date of such default to the date payment of such
principal or interest has been made or duly provided for). The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on May 15 or November 15, as the case may be, next preceding such
Interest Payment Date. In any case where such Interest Payment Date shall not
be a Business Day, then (notwithstanding any other provision of said Indenture
or the Notes) payment of such interest need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as
if made on such date, and, if such payment is so made, no additional principal,
interest or other payments shall be payable as a result of such delay. Any such
interest not so punctually paid or duly provided for shall forthwith cease to
be payable to the registered Holder on June 3 or December 3, as the case may be,
and may be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee for the
Notes, notice whereof shall be given to Holders of Notes not less than 10 days
prior to such 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 the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the
principal of and interest on this Note will initially be made at the principal
corporate trust 


	
  

 
	

 


 
	
 * At such
 time as the Company notifies the Trustee to remove the legend set forth in
 the second and third paragraphs hereof pursuant to Appendix A of the
 Indenture, the unrestricted CUSIP and the ISIN numbers for this Note shall be
 deemed to be CUSIP No. 025816 BF5 and ISIN No. US025816BF52, respectively.

 











office of the
Trustee. At the option of the Company, payment of interest may be made, subject
to collection, by U.S. dollar check drawn on a bank in The City of New York and
mailed to the Person in whose name this Note is registered at such Person’s
address as provided in Securities Register. For Holders of at least $1,000,000
in aggregate principal amount of this Note, payment will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in The
City of New York or in Europe, provided that the Trustee receives a written
request from such Holder to such effect designating such account no later than
the May 15 or November 15, as the case may be, immediately preceding such
interest payment date. 


          Additional
provisions of this Note are contained on the reverse hereof and such provisions
shall have the same effect as though fully set forth in this place.


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







          IN WITNESS
WHEREOF, AMERICAN EXPRESS COMPANY has caused this instrument to be duly
executed under its corporate seal.


Dated:


	
  

 	
  

 	
  

 	
  

 
	
 TRUSTEE’S
 CERTIFICATE

 	
  

 	
 AMERICAN
 EXPRESS COMPANY

 
	
 OF
 AUTHENTICATION

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  

 
	
 This is one
 of the Securities described

 	
  

 	
  

 	

 


 
	
 in the
 within-mentioned Indenture.

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 THE BANK OF NEW YORK MELLON

 	
  

 	
 Attest:

 
	
                       As Trustee

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	

 


 
	
 By: 

 	
  

 	
  

 
	
 Authorized
 Signatory

 	
  

 	
  

 











[FORM OF REVERSE OF NOTE]


AMERICAN EXPRESS COMPANY


4.050% Senior Notes due December 3, 2042


$[•]


No.  


          This
Note is one of a duly authorized issue of debentures, notes or other evidences
of indebtedness (hereinafter called the “Securities”) of the Company of the
series hereinafter specified, all such Securities issued and to be issued under
an indenture dated as of December 3, 2012, between the Company and The Bank of
New York Mellon, as Trustee (the “Indenture”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
rights and limitation of rights thereunder of the Holders of the Securities and
of the rights, obligations, duties and immunities of the Trustee for each
series of Securities and of the Company, and the terms upon which the
Securities are and are to be authenticated and delivered. As provided in the
Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may be denominated
in currencies other than U.S. dollars (including composite currencies), 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, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Note is one of a series of the Securities
designated 4.050% Senior Notes due December 3, 2042 (the “Notes”). Additional
notes with the same ranking, interest rate, maturity date and other terms,
other than the original issue date, interest accrual date, first payment of
interest and issue price, and with the same CUSIP number as those of the Notes
may be issued by the Company without notice to or consent of the Holders of the
Notes. Such further notes shall be consolidated and form a single series with
the Notes.


          The
holder of this Note is entitled to the benefits of a Registration Rights
Agreement (the “Registration Agreement”), dated as of December 3, 2012, between
the Company and Credit Suisse Securities (USA) LLC, as representative of the
dealer managers appointed by the Company in respect of the offer by the Company
to exchange the Notes and cash for its 8.150% senior notes due 2038.
Capitalized terms used in this paragraph but not defined herein have the
meanings assigned to them in the Registration Agreement. In the event that (i)
by May 2, 2013, neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement has been filed with the Commission; (ii) by July 1,
2013, the Exchange Offer Registration Statement has not been declared
effective; (iii) by August 30, 2013, neither the Registered Exchange Offer has
been consummated nor, if required in lieu thereof, the Shelf Registration
Statement has not become effective; (iv) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement becomes effective
(A) such Registration Statement thereafter ceases to be or is not
effective or (B) such Registration Statement or the related prospectus ceases
to be or is not usable (except as permitted in the immediately following
paragraph) in connection with resales of Transfer 







Restricted
Securities during the periods specified herein because either (1) any
event occurs as a result of which the related prospectus forming part of such
Registration Statement would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein in the
light of the circumstances under which they were made not misleading,
(2) it shall be necessary to amend such Registration Statement or
supplement the related prospectus, to comply with the Securities Act or the
Exchange Act or the respective rules thereunder, or (3) such Registration
Statement is a Shelf Registration Statement that has expired before a
replacement Shelf Registration Statement shall have become effective, in each
case following July 1, 2013 (each event in (i) through (v) above a
“Registration Default”), Additional Interest shall accrue on the Notes over and
above the interest set forth in the title of the Notes above from and including
the date on which any such Registration Default shall occur to but excluding
the date on which all such Registration Defaults have been cured, at a rate of
0.25% per annum, plus an additional 0.25% per annum from and during any period
in which a Registration Default has continued for more than 90 days, up to a
maximum rate of 0.50% per annum. In no event shall Additional Interest accrue
on the Notes at a rate exceeding 0.50% per annum. 


          A
Registration Default referred to in clause (iv) of the immediately preceding
paragraph shall be deemed not to have occurred and be continuing in relation to
a Shelf Registration Statement or the related prospectus if (i) such
Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other material
events, with respect to the Company that would need to be described in such
Shelf Registration Statement or the related prospectus and (ii) in the case of
clause (y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to describe
such events; provided, however, that in any case if such Registration Default
occurs for a period in excess of 90 days (whether or not consecutive) during
any 365 day period Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such
Registration Default is cured. Any amounts of Additional Interest due pursuant
to clause (i), (ii), (iii) or (iv) of the immediately preceding paragraph shall
be payable in cash on the regular interest payment dates with respect to the
Notes. The amount of Additional Interest shall be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Notes,
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360.


          The
Notes may not be redeemed prior to Stated Maturity unless: if as a result of
(a) any change in (including any announced prospective change), or amendment
to, the laws (including any regulations or rulings promulgated thereunder) of
the United States (or any political subdivision or taxing authority thereof or
therein), or any change in (including any announced prospective change), or
amendment to, any official position regarding the application or interpretation
of such laws, which change or amendment is announced or becomes effective on or
after November 13, 2012, or (b) a taxing authority of the United States taking
any action, or such action becoming generally known, on or after November 13, 







2012, whether
or not such action is taken with respect to the Company or any of its
affiliates, there is in either case a material increase in the probability that
the Company will or may be required to pay additional amounts as provided for
below, then the Company may in either case, at its option, redeem, in whole or
in part, the Notes, at a redemption price equal to the principal amount of the
Notes being redeemed, together with any accrued and unpaid interest thereon to
the date fixed for redemption (the “Redemption Date”); provided that the
Company determines, in its business judgment, that the obligation to pay such
additional amounts cannot be avoided by the use of reasonable measures
available to it, not including substitution of the obligor under the Notes.
Prior to the publication of any notice of redemption, the Company will deliver
to the Trustee an officer’s certificate stating that the Company is entitled to
effect a redemption and setting forth a statement of facts showing that the
conditions precedent to the Company’s right to redeem have occurred and an
opinion of counsel to that effect based on that statement of facts. 


          Notice
of redemption shall be mailed to the registered Holders of the Notes designated
for redemption at their addresses as the same shall appear on the Securities
Register, not less than 30 days nor more than 60 days prior to the Redemption
Date, subject to all the conditions and provisions of the Indenture.


          In
the event of redemption of this Note in part only, a new Note or Notes for the
amount of the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.


          The
Company shall, subject to the exceptions and limitations set forth below, pay
as additional interest on the Note, such additional amounts as are necessary in
order that the net payment by the Company or a paying agent of the principal of
and interest on the Note to a Holder who is a Non-United States Holder (as
defined below), after deduction for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount that would have been payable had no
such withholding or deduction been required. 


          The
Company’s obligation to pay additional amounts shall not apply (1) to a tax,
assessment or governmental charge that would not have been imposed but for the
beneficial owner or the Holder, or a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, the Holder if the Holder is an
estate, trust, partnership, limited liability company, corporation or other
entity, or a person holding a power over an estate or trust administered by a
fiduciary Holder, being considered as (a) being or having been present or
engaged in a trade or business in the United States or having or having had a
permanent establishment in the United States, (b) having a current or former
relationship with the United States, including a relationship as a citizen or
resident thereof, (c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States, a corporation that has
accumulated earnings to avoid United States federal income tax or a private
foundation or other tax-exempt organization or (d) being or having been a
“10-percent shareholder” of the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”), or any
successor provision or being or 







having been a
bank whose receipt of interest on a Note is described in section 881(c)(3)(A)
of the Code or any successor provision; (2) to any beneficial owner that is not
the sole beneficial owner of the Note, or a portion thereof, or that is a
fiduciary, partnership, limited liability company or other fiscally transparent
entity, but only to the extent that a beneficiary or settlor with respect to
the fiduciary, or a beneficial owner or member of the partnership, limited
liability company or other fiscally transparent entity, would not have been
entitled to the payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or distributive
share of the payment; (3) to a tax, assessment or governmental charge
(including backup withholding) that would not have been imposed but for the
failure of the Holder or any other person to comply with certification,
information, documentation, reporting or other similar requirements concerning
the nationality, residence, identity or connection with the United States of
the Holder or beneficial owner of such Note, if compliance is required by
statute or by regulation of the United States Treasury Department, without
regard to any tax treaty, or by an applicable income tax treaty to which the
United States is a party as a precondition to partial or complete relief or
exemption from such tax, assessment or other governmental charge (including,
but not limited to, the failure to provide United States Internal Revenue
Service (“IRS”), Form W-8BEN, W-8ECI or any subsequent versions thereof), or
any other certification, information, documentation, reporting or other similar
requirement under United States income tax laws or regulations that would
establish entitlement to otherwise applicable relief or exemption from any tax,
assessment or governmental charge; (4) to a tax, assessment or governmental
charge that is imposed otherwise than by withholding by the Company or a paying
agent from the payment; (5) to a tax, assessment or governmental charge that
would not have been imposed or withheld but for a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than 10 days
after the payment becomes due or is duly provided for, whichever occurs later;
(6) to a tax, assessment or governmental charge that is imposed or withheld by
reason of the presentation of a Note for payment more than 30 days after the
date on which such payment becomes due or is duly provided for, whichever
occurs later; (7) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or governmental
charge; (8) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest on
any Note, if such payment can be made without such withholding by any other
paying agent; (9) to any withholding or deduction which is imposed on a payment
to an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
European Union’s Economic and Finance Ministers Council meeting of 26-27
November 2000, or any law implementing or complying with, or introduced in
order to conform to, any such directive (including the Council Directive
2003/48/EC adopted on June 3, 2003) or (10) in the case of any combination of
items (1), (2), (3), (4), (5), (6), (7), (8) and (9). 


          The
Notes are subject in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable thereto. Except as
specifically provided for herein, the Company shall not be required to make any
payment with respect to any tax, assessment or governmental charge imposed by
any government or a political subdivision or taxing authority thereof or
therein.







          As
used herein, the term “United States Holder” means a beneficial owner of a Note
that is (i) a citizen or resident of the United States, (ii) a corporation or
other entity taxable as a corporation organized in or under the laws of the
United States or any political supervision thereof, (iii) an estate, the income
of which is subject to United States federal income taxation regardless of its
source or (iv) a trust if (A) a U.S. court is able to exercise primary
supervision over the trust’s administration and (B) one or more United States
persons have the authority to control all of the trust’s substantial decisions.
If a partnership holds a Note, the tax treatment of partners will generally
depend upon the status of the partners and activities of the partnership. As
used here, the term “Non-United States Holder” means a beneficial owner of the
Note that is not a United States Holder.


          The
Indenture contains provisions for defeasance and discharge of the entire
principal of all the Notes of any series upon compliance by the Company with
certain conditions set forth therein.


          If
an Event of Default with respect to the Notes, as defined in the Indenture,
shall occur and be continuing, the principal of all 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 modification of the rights and obligations of the Company and
the rights of the Holders of the Notes under the Indenture at any time by the
Company with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time Outstanding of each series
affected thereby. The Indenture also contains provisions permitting the Holders
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences with respect
to a series, provided that the Holders of at least a majority in principal
amount of the Notes at the time Outstanding of any series affected by a waiver
consent to such waiver. 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 transfer hereof 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 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 exceptions therein set forth,
this Note is transferable on the Securities Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency of
the Company to be maintained for that purpose in the City of New York, New
York, or, at the option of the Holder, at the office or agency of the Company
to be maintained for that purpose in the City of New York, New York, or at any
other office or agency of the Company maintained for that purpose, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his 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.



          The Notes are issuable only in registered form without coupons in
denominations of $2,000.00 and integral multiples of $1,000.00 in excess
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Notes are exchangeable for a like aggregate principal
amount of Notes of a like tenor and of a different authorized denomination, as
requested by the Holder surrendering the same.


          No
service charge shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with the registration of such transfer or
exchange, other than certain exchanges not involving any transfer.


          Certain
terms used in this Note that are defined in the Indenture have the meanings set
forth therein.


          This
Note shall for all purposes be governed by, and construed in accordance with,
the laws of the State of New York.


          The
Company, the Trustee for the Notes and any agent of the Company or such Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the Company, such
Trustee nor any such agent shall be affected by notice to the contrary.







SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


          The
initial principal amount of this Global Note is
$[          ]. 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