Exhibit 4.3

                        JUNIOR SUBORDINATED NOTE DUE 2036

THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  WERE  ORIGINALLY  ISSUED IN A
TRANSACTION  EXEMPT  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "SECURITIES  ACT"), AND SUCH SECURITIES,  AND ANY INTEREST THEREIN,
MAY NOT BE  OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE  OF SUCH
REGISTRATION  OR AN  APPLICABLE  EXEMPTION  THEREFROM.  EACH  PURCHASER  OF  ANY
SECURITIES IS HEREBY  NOTIFIED THAT THE SELLER OF THE  SECURITIES MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A UNDER THE SECURITIES ACT.

THE HOLDER OF THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  AGREES FOR THE
BENEFIT  OF THE  COMPANY  THAT (A) SUCH  SECURITIES  MAY BE  OFFERED,  RESOLD OR
OTHERWISE  TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER
REASONABLY  BELIEVES IS A  "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, OR (III) TO AN INSTITUTIONAL  "ACCREDITED  INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS  ACQUIRING  THE  SECURITY  FOR ITS OWN  ACCOUNT,  OR FOR  THE  ACCOUNT  OF AN
"ACCREDITED  INVESTOR,"  WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND,
IN THE CASE OF (III),  SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION
OF  COUNSEL  ADDRESSING  COMPLIANCE  WITH THE U.S.  SECURITIES  LAWS,  AND OTHER
INFORMATION  SATISFACTORY  TO IT AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF
ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE SECURITIES  WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN BLOCKS HAVING AN
AGGREGATE  PRINCIPAL  AMOUNT OF NOT LESS THAN  $100,000.  TO THE FULLEST  EXTENT
PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN,
IN A BLOCK  HAVING AN  AGGREGATE  PRINCIPAL  AMOUNT OF LESS  THAN  $100,000  AND
MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
EFFECT  WHATSOEVER.  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY SUCH PURPORTED
TRANSFEREE  SHALL BE  DEEMED  NOT TO BE THE  HOLDER OF SUCH  SECURITIES  FOR ANY
PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST
ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES.

THE HOLDER OF THIS SECURITY,  OR ANY INTEREST THEREIN,  BY ITS ACCEPTANCE HEREOF
OR THEREOF  ALSO  AGREES,  REPRESENTS  AND  WARRANTS  THAT IT IS NOT AN EMPLOYEE
BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER

<PAGE>

PLAN OR  ARRANGEMENT  SUBJECT  TO  TITLE  I OF THE  EMPLOYEE  RETIREMENT  INCOME
SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR SECTION  4975 OF THE INTERNAL
REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE")  (EACH A "PLAN"),  OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY,  AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR
HOLD THIS SECURITY OR ANY INTEREST  THEREIN,  UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE FOR THE  EXEMPTIVE  RELIEF  AVAILABLE  UNDER U.S.  DEPARTMENT  OF LABOR
PROHIBITED  TRANSACTION  CLASS EXEMPTION 96-23,  95-60,  91-38, 90-1 OR 84-14 OR
ANOTHER  APPLICABLE  EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY,  OR
ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE WITH RESPECT TO SUCH  PURCHASE AND HOLDING.  ANY PURCHASER OR HOLDER
OF THE SECURITIES OR ANY INTEREST  THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
ITS PURCHASE AND HOLDING  THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE  BENEFIT
PLAN OR OTHER  PLAN TO WHICH  TITLE I OF  ERISA OR  SECTION  4975 OF THE CODE IS
APPLICABLE,  A TRUSTEE  OR OTHER  PERSON  ACTING ON BEHALF OF ANY SUCH  EMPLOYEE
BENEFIT PLAN OR PLAN,  OR ANY OTHER PERSON OR ENTITY USING THE "PLAN  ASSETS" OF
ANY SUCH EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR (ii) SUCH
PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED  TRANSACTION  UNDER  SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE  RELIEF IS NOT
AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

THIS  OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED  STATES,  INCLUDING THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION.



<PAGE>


                     First Litchfield Financial Corporation

                 Floating Rate Junior Subordinated Note due 2036

No. 001                                                               $3,093,000

         First Litchfield  Financial  Corporation,  a corporation  organized and
existing under the laws of Delaware  (hereinafter  called the  "Company,"  which
term includes any successor Person under the Indenture hereinafter referred to),
for value received,  hereby promises to pay to Wilmington Trust Company,  not in
its  individual  capacity  but solely as Property  Trustee for First  Litchfield
Statutory  Trust II, or registered  assigns,  the principal sum of THREE MILLION
NINETY - THREE  THOUSAND AND 00/100  ($3,093,000)  DOLLARS on June 30, 2036. The
Company  further  promises to pay interest on said  principal  sum from June 16,
2006, or from the most recent  Interest  Payment Date to which interest has been
paid or duly provided for,  quarterly  (subject to deferral as set forth herein)
in arrears on March 30th,  June 30th,  September  30th and December 30th of each
year,  commencing on June 30, 2006, or if any such day is not a Business Day, on
the next succeeding Business Day (and no interest shall accrue in respect of the
amounts  whose payment is so delayed for the period from and after such Interest
Payment Date until such next  succeeding  Business  Day),  except that,  if such
Business Day falls in the next  succeeding  calendar year, such payment shall be
made on the  immediately  preceding  Business  Day, in each case,  with the same
force and effect as if made on the Interest Payment Date, at a variable rate per
annum, reset quarterly,  equal to LIBOR plus 1.65%, together with Additional Tax
Sums, if any, as provided in Section 10.5 of the Indenture,  until the principal
hereof is paid or duly  provided for or made  available  for payment;  provided,
that any overdue  principal,  premium,  if any, or  Additional  Tax Sums and any
overdue  installment of interest shall bear  Additional  Interest (to the extent
that the payment of such interest  shall be legally  enforceable)  at a variable
rate  per  annum,  reset  quarterly,  equal  to  LIBOR  plus  1.65%,  compounded
quarterly,  from the dates  such  amounts  are due  until  they are paid or made
available for payment, and such interest shall be payable on demand.

         The  amount  of  interest  payable  for any  interest  period  shall be
computed and paid on the basis of a 360-day  year and the actual  number of days
elapsed in the relevant interest period. The interest so payable, and punctually
paid or duly  provided for, on any Interest  Payment Date shall,  as provided in
the Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest  installment.  Any such interest not so punctually
paid or duly provided for shall  forthwith  cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more  Predecessor  Securities) 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 Holders of Securities
not less than ten (10) days prior to such Special Record Date, or be paid at any
time in any other lawful manner not  inconsistent  with the  requirements of any
securities exchange or automated quotation system on which the Securities may be
listed,  traded  or  quoted  and upon such  notice  as may be  required  by such
exchange  or  automated  quotation  system,  all as more fully  provided  in the
Indenture.

         So long as no Event of Default pursuant to Sections  5.1(c),  (e), (f),
(g) or (h) of the  Indenture has occurred and is  continuing,  the Company shall
have  the  right,  at any time and  from

<PAGE>

time to time during the term of this Security,  to defer the payment of interest
on this  Security  for a  period  of up to  twenty  (20)  consecutive  quarterly
interest payment periods (each such period, an "Extension Period"), during which
Extension Period(s), no interest shall be due and payable (except any Additional
Tax Sums that may be due and payable).  No Extension  Period shall end on a date
other than an Interest Payment Date, and no Extension Period shall extend beyond
the Stated Maturity of the principal of this Security.  No interest shall be due
and payable during an Extension  Period (except any Additional Tax Sums that may
be due and payable), except at the end thereof, but each installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
shall bear Additional  Interest (to the extent payment of such interest would be
legally  enforceable) at a variable rate per annum,  reset  quarterly,  equal to
LIBOR plus 1.65%,  compounded  quarterly,  from the dates on which amounts would
have otherwise been due and payable until paid or made available for payment. At
the end of any such  Extension  Period,  the Company shall pay all interest then
accrued and unpaid on this  Security,  together with such  Additional  Interest.
Prior to the termination of any such Extension  Period,  the Company may further
defer the payment of interest;  provided, that (i) all such previous and further
extensions  comprising such Extension Period do not exceed twenty (20) quarterly
interest  payment  periods,  (ii) no Extension  Period shall end on a date other
than an Interest  Payment Date and (iii) no Extension Period shall extend beyond
the Stated  Maturity of the principal of this Security.  Upon the termination of
any such  Extension  Period  and upon the  payment  of all  accrued  and  unpaid
interest and any Additional  Interest then due on any Interest Payment Date, the
Company  may  elect to begin a new  Extension  Period;  provided,  that (i) such
Extension Period does not exceed twenty (20) quarterly interest payment periods,
(ii) no  Extension  Period  shall end on a date other than an  Interest  Payment
Date,  (iii) no Extension  Period shall extend beyond the Stated Maturity of the
principal  of this  Security  and (iv) no Event of Default  pursuant to Sections
5.1(c),  (e), (f), (g) or (h) has occurred and is continuing.  The Company shall
give (i) the  Holder of this  Security,  (ii) the  Trustee,  (iii) the  Property
Trustee and (iv) any  beneficial  owner of the Preferred  Securities  reasonably
identified  to the  Company  (which  identification  may be made  either by such
beneficial  owner or by the  Purchaser)  written notice of its election to begin
any such  Extension  Period no later than the close of business on the fifteenth
(15th) Business Day prior to the next succeeding  Interest Payment Date on which
interest on this Security would be payable but for such deferral.

         During any such Extension Period,  the Company shall not (i) declare or
pay any dividends or distributions  on, or redeem,  purchase,  acquire or make a
liquidation payment with respect to, any of the Company's Equity Interests, (ii)
vote in favor of or permit or otherwise allow any of its Subsidiaries to declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation   payment  with  respect  to  or  otherwise  retire,   any  of  such
Subsidiary's  Equity Interests entitling the holders thereof to a stated rate of
return (for the avoidance of doubt,  whether such Equity Interests are perpetual
or  otherwise),  or (iii) make any payment of  principal  of or any  interest or
premium on or repay,  repurchase  or redeem any debt  securities  of the Company
that rank pari passu in all respects with or junior in interest to this Security
(other  than (a)  repurchases,  redemptions  or  other  acquisitions  of  Equity
Interests of the Company in connection with (1) any employment contract, benefit
plan or other  similar  arrangement  with or for the  benefit of any one or more
employees,  officers,  directors or consultants,  (2) a dividend reinvestment or
stockholder  stock purchase or similar plan with respect to any Equity Interests
or  (3)  the  issuance  of  Equity  Interests  of  the  Company  (or  securities
convertible  into or exercisable for such Equity  Interests) as consideration in
an

<PAGE>

acquisition  transaction entered into prior to the applicable  Extension Period,
(b) as a result  of an  exchange  or  conversion  of any  class or series of the
Company's  Equity  Interests  (or any Equity  Interests of a  Subsidiary  of the
Company)  for any class or series of the  Company's  Equity  Interests or of any
class or series  of the  Company's  indebtedness  for any class or series of the
Company's Equity Interests,  (c) the purchase of fractional  interests in Equity
Interests of the Company  pursuant to the  conversion or exchange  provisions of
such Equity  Interests or the security  being  converted or  exchanged,  (d) any
declaration  of a dividend in connection  with any Rights Plan,  the issuance of
rights,  Equity  Interests  or other  property  under any  Rights  Plan,  or the
redemption or repurchase of rights  pursuant  thereto or (e) any dividend in the
form of Equity Interests,  warrants,  options or other rights where the dividend
Equity  Interests  or the  Equity  Interests  issuable  upon  exercise  of  such
warrants,  options or other rights is the same Equity Interests as that on which
the  dividend  is being paid or ranks  pari passu with or junior to such  Equity
Interests).

         Payment of principal of, premium, if any, and interest on this Security
shall be made in such coin or currency of the United States of America as at the
time of  payment  is legal  tender for  payment  of public  and  private  debts.
Payments of principal, premium, if any, and interest due at the Maturity of this
Security  shall be made at the office or agency of the  Company  maintained  for
that purpose in the Place of Payment upon  surrender of such  Securities  to the
Paying Agent, and payments of interest shall be made,  subject to such surrender
where  applicable,  by wire  transfer  at such  place and to such  account  at a
banking  institution in the United States as may be designated in writing to the
Paying  Agent at least ten (10)  Business  Days prior to the date for payment by
the Person  entitled  thereto unless proper  written wire transfer  instructions
have not been received by the relevant  record date, in which case such payments
shall be made by check  mailed to the  address  of such  Person as such  address
shall appear in the Security Register. Notwithstanding the foregoing, so long as
the  Holder  of this  Security  is the  Property  Trustee,  the  payment  of the
principal  of  (and  premium,  if  any)  and  interest  (including  any  overdue
installment  of interest and  Additional Tax Sums, if any) on this Security will
be made at such place and to such account as may be  designated  by the Property
Trustee.

         The indebtedness  evidenced by this Security is, to the extent provided
in the  Indenture,  subordinate  and  junior  in right of  payment  to the prior
payment in full of all Senior Debt,  and this Security is issued  subject to the
provisions of the Indenture with respect thereto.  Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions,  (b)
authorizes  and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the  subordination so provided and
(c)  appoints  the  Trustee  his or her  attorney-in-fact  for any and all  such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the  subordination  provisions  contained herein and in the
Indenture by each holder of Senior Debt,  whether now  outstanding  or hereafter
incurred, and waives reliance by each such holder upon said provisions.

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



<PAGE>


         IN WITNESS WHEREOF, the Company has duly executed this certificate this
____ day of ____________, 2006.

                                   FIRST LITCHFIELD FINANCIAL CORPORATION


                                   By:
                                       ----------------------------------------
                                   Name: Joseph J. Greco
                                   Title: President and Chief Executive Officer


         This  represents   Securities  referred  to  in  the   within-mentioned
Indenture.


Dated: _______________, 2006


                                   WILMINGTON TRUST COMPANY,
                                     not in its individual capacity, but
                                     solely as Trustee



                                   By:
                                       ----------------------------------------
                                   Name:
                                   Title:


<PAGE>


                               REVERSE OF SECURITY

         This  Security is one of a duly  authorized  issue of securities of the
Company (the "Securities") issued under the Junior Subordinated Indenture, dated
as of June 16, 2006 (the "Indenture"),  between the Company and Wilmington Trust
Company,  as Trustee (in such capacity,  the "Trustee,"  which term includes any
successor  trustee under the  Indenture),  to which Indenture and all indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee,  the holders of Senior Debt and the Holders of the Securities,  and
of the terms upon which the  Securities  are, and are to be,  authenticated  and
delivered.

         All terms used in this Security that are defined in the Indenture or in
the  Amended  and  Restated  Trust  Agreement,  dated  as of June  16,  2006 (as
modified,  amended or  supplemented  from time to time, the "Trust  Agreement"),
relating  to First  Litchfield  Statutory  Trust  II (the  "Trust"),  among  the
Company,  as Depositor,  the trustees named therein and the holders from time to
time of the Trust Securities  issued pursuant  thereto,  shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.

         The Company may, on any Interest Payment Date, at its option,  upon not
less than thirty (30) days' nor more than sixty (60) days' written notice to the
Holders of the Securities  (unless a shorter notice period shall be satisfactory
to the  Trustee)  on or  after  June 30,  2011  and  subject  to the  terms  and
conditions of Article XI of the Indenture,  redeem this Security in whole at any
time or in part from time to time at a  Redemption  Price  equal to one  hundred
percent (100%) of the principal amount hereof, together, in the case of any such
redemption,  with accrued interest,  including any Additional  Interest,  to but
excluding the date fixed for redemption;  provided,  that the Company shall have
received the prior approval of the Federal Reserve if then required.

         In  addition,  upon the  occurrence  and during the  continuation  of a
Special  Event,  the Company may, at its option,  upon not less than thirty (30)
days' nor more than  sixty  (60)  days'  written  notice to the  Holders  of the
Securities  (unless  a  shorter  notice  period  shall  be  satisfactory  to the
Trustee),  redeem this Security,  in whole but not in part, subject to the terms
and  conditions of Article XI of the  Indenture at the Special Event  Redemption
Price; provided,  that the Company shall have received the prior approval of the
Federal Reserve if then required.

         In the  event  of  redemption  of this  Security  in part  only,  a new
Security or Securities for the  unredeemed  portion hereof will be issued in the
name of the Holder  hereof upon the  cancellation  hereof.  If less than all the
Securities are to be redeemed, the particular Securities to be redeemed shall be
selected  not more than  sixty  (60) days  prior to the  Redemption  Date by the
Trustee from the Outstanding Securities not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the  selection for  redemption  of a portion of the principal  amount of any
Security.

         The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a  supplemental  indenture  or
indentures for the purpose of modifying in any manner the rights and obligations
of the  Company and of the  Holders of the  Securities,  with the consent of the
Holders  of not less than a  majority  in  principal  amount of the  Outstanding
Securities.  The  Indenture  also  contains  provisions  permitting  Holders  of
specified

<PAGE>

percentages in principal  amount of the Securities,  on behalf of the Holders of
all Securities,  to waive  compliance by the Company with certain  provisions of
the  Indenture  and  certain  past  defaults   under  the  Indenture  and  their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive  and  binding  upon such  Holder and upon all future  Holders of this
Security and of any Security issued upon the  registration of transfer hereof or
in exchange  herefor or in lieu hereof,  whether or not notation of such consent
or waiver is made upon this Security.

         No reference  herein to the Indenture and no provision of this Security
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,  including  any  Additional  Interest,  on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth,  the  transfer of this  Security  is  registrable  in the  Securities
Register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the Company  maintained for such purpose,  duly endorsed by,
or accompanied by a written  instrument of transfer in form  satisfactory to the
Company and the Securities  Registrar and duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Securities,  of like  tenor,  of  authorized  denominations  and  for  the  same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

         The Securities are issuable only in registered  form without coupons in
minimum  denominations of $100,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth,  Securities are exchangeable for a like aggregate principal amount of
Securities  and  of  like  tenor  of a  different  authorized  denomination,  as
requested by the Holder surrendering the same.

         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.

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

         The Company  and, by its  acceptance  of this  Security or a beneficial
interest  herein,  the  Holder of, and any  Person  that  acquires a  beneficial
interest in, this  Security  agree that,  for United States  federal,  state and
local tax purposes, it is intended that this Security constitute indebtedness.

         This Security  shall be construed  and enforced in accordance  with and
governed by the laws of the State of New York, without reference to its conflict
of laws provisions (other than Section 5-1401 of the General Obligations Law).