EXHIBIT 4.2


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY
THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DEUTSCHE BANK AG, LONDON BRANCH TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEUTSCHE BANK AG, LONDON BRANCH (AND ANY PAYMENT HEREON IS MADE TO BT
GLOBENET NOMINEES LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEUTSCHE BANK AG, LONDON
BRANCH), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DEUTSCHE BANK AG, LONDON BRANCH OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.


 


HONEYWELL INTERNATIONAL INC.

Floating Rate Senior Note Due 2018


 


	REGISTERED No.	€



Registered CUSIP: 438516 BE5


Registered ISIN: XS1366026323


Common Code No.: 136602632


 


HONEYWELL INTERNATIONAL
INC., a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture described
herein), for value received, hereby promises to pay to BT GLOBENET NOMINEES LIMITED or its registered
assigns, the principal sum of                          EUROS (€                          ) on February 22, 2018 (the “Maturity Date”), and to pay interest on said
principal sum quarterly in arrears on February 22, May 22, August 22 and November 22 of each year, and on the Maturity Date or
any Redemption Date (as defined below) commencing May 22, 2016 (each such date on which the Company is required to pay interest
being referred to herein as an “Interest Payment Date”), at the rate equal to three-month EURIBOR as determined on
the second TARGET System Day prior to the first day of such interest period (the “Interest Determination Date”) by
the calculation agent, plus 0.500%; provided, however, that the minimum interest rate on the Notes (as defined below) shall not
be less than 0.000%. A “TARGET System Day” means any day in which the TARGET2 System, or any successor thereto, is
open for business and a day on which commercial banks are open for dealings in euro deposits in the London interbank market. The
interest rate will be reset



    	 



    		 



    

quarterly on February 22,
May 22, August 22 and November 22 of each year, and will be set for the initial interest period on February 18, 2016 (each an “Interest
Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset
Date will be the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next
succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day.


 


Interest accrues from February
22, 2016, or from the most recent date in respect of which interest has been paid or duly provided for, until payment of said principal
sum has been made or duly provided for. Notwithstanding the foregoing, if any Interest Payment Date (other than the Maturity Date
or any Redemption Date) falls on a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding
Business Day and interest will accrue to but excluding such Interest Payment Date, except that if such Business Day falls in the
next succeeding calendar month, the applicable Interest Payment Date will be the immediately preceding Business Day. Notwithstanding
the foregoing, if the Maturity Date or any Redemption Date falls on a day that is not a Business Day, the payment of principal,
premium, if any, and interest, if any, otherwise payable on such date will be postponed to the next succeeding Business Day, and
no interest on such payment will accrue from and after the Maturity Date or such Redemption Date, as applicable. The amount of
interest payable will be calculated by applying the applicable interest rate for such interest period to the outstanding principal
amount of the Note, multiplying the product by the actual number of days in such interest period and dividing by 360. Promptly
upon determination, the calculation agent will inform the Trustee and the Company of the interest rate for the next interest period.
Absent manifest error, the determination of the interest rate by the calculation agent shall be binding and conclusive on the holders
of the Notes, the Trustee and the Company. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the 15th calendar day (whether or not a Business Day) immediately preceding the related
Interest Payment Date or, if the Notes are represented by one or more Global Securities, the close of business on the Business
Day (for this purpose a day on which Clearstream and Euroclear are open for business) immediately preceding the related Interest
Payment Date (each being referred to herein as a “Regular Record Date”); provided, however, that interest payable on
the Maturity Date or any Redemption Date shall be payable to the person to whom the principal shall be payable. The interest rate
in effect for the 15 calendar days prior to any Redemption Date earlier than the Maturity Date will be the interest rate in effect
on the 15th day preceding such earlier Redemption Date. As used herein, “Business Day” means any day, other than a
Saturday or Sunday, (1) which is not a day on which banking institutions in The City of New York or The City of London are authorized
or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express
Transfer system (the TARGET2 system), or any successor thereto, operates. With respect to Notes in certificated form, the reference
to Business Day will also mean a day on which banking institutions generally are open for business in the location of each office
of a transfer agent, but only with respect to a payment or other action to occur at that office.


 


“EURIBOR,” with
respect to any Interest Determination Date, will be the offered rate for deposits of euros having a maturity of three months that
appears on “Reuters Page EURIBOR 01” at approximately 11:00 a.m., Brussels time, on such Interest Determination Date.
If on an



    	2



    		 



    

Interest Determination Date,
such rate does not appear on the “Reuters Page EURIBOR 01” as of 11:00 a.m., Brussels time, or if “Reuters Page
EURIBOR 01” is not available on such date, the calculation agent will obtain such rate from Bloomberg L.P.’s page “BBAM.”


 


If no offered rate appears
on “Reuters Page EURIBOR 01” or Bloomberg L.P.’s page “BBAM” on an Interest Determination Date, EURIBOR
will be determined for such interest determination date on the basis of the rates at approximately 11:00 a.m., Brussels time, on
such Interest Determination Date at which deposits in euros are offered to prime banks in the euro-zone inter-bank market by the
principal euro-zone office of each of four major banks in such market selected and identified by the Company (the “Reference
Banks”), for a term of three months commencing on the applicable interest reset date and in a principal amount of not less
than €1,000,000 that is representative for a single transaction in euros in such market at such time. The Company will ensure
the calculation agent is provided with the complete contact details of the relevant personnel at each of the Reference Banks that
they will be required to contact in order to obtain the relevant interest rate. The calculation agent will request the principal
euro-zone office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, EURIBOR
for such interest period will be the arithmetic mean (rounded upwards) of such quotations. If fewer than two such quotations are
provided, EURIBOR for such interest period will be the arithmetic mean (rounded upwards) of the rates quoted at approximately 11:00
a.m., Brussels time, on such Interest Determination Date by three major banks in the euro-zone, selected and identified by the
Company, for loans in euros to leading European banks, for a term of three months, commencing on the applicable interest reset
date and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market
at such time; provided, however, that if the banks so selected are not quoting as mentioned above, the interest rate will be the
same as the interest rate determined on the immediately preceding interest reset date, or, if none, the interest rate will be the
initial interest rate.


 


All percentages resulting
from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point,
with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to 8.98687%
(or 0.0898687)) and all euro amounts will be rounded to the nearest cent (with one-half cent being rounded upwards).


 


Notwithstanding the foregoing,
the interest rate in any interest period will in no event be higher than the maximum rate permitted by New York law as the same
may be modified by United States law of general application.


 


Upon the written request
of any holder of the Notes the calculation agent will provide the interest rate then in effect and, if determined, the interest
rate that will become effective for the next Interest Reset Date.


 


The rights of holders of
beneficial interests of Notes to receive the payments of interest on such Notes are subject to the applicable procedures of Euroclear
and Clearstream.


 


The payments of interest,
principal and premium, if any, will be made at the office or agency of the Company maintained for that purpose in London, England,
which shall initially be



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Deutsche Bank Trust Company
Americas; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security Register; provided further, that all payments of interest,
principal and premium, if any, with respect to the Notes of this series represented by one or more Global Securities deposited
with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts
of Clearstream and Euroclear shall be made through the facilities of the common depositary.


 


All payments of interest,
principal and premium, if any, will be made in euros. If the euro is unavailable to the Company due to the imposition of exchange
controls or other circumstances beyond its control or if the euro is no longer being used by the then member states of the European
Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or
within the international banking community, then all payments in respect of this Note will be made in U.S. dollars until the euro
is again available to the Company or so used. The amount payable on any date in euros will be converted into U.S. dollars at the
rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment
date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S.
dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant
payment date. Any payments in respect of the Notes so made in U.S. dollars will not constitute an event of default under the terms
of this Note or the Indenture.


 


Initially, Deutsche Bank
AG, London Branch will be the calculation agent until such time as the Company appoints a successor calculation agent.


 


Initially, Deutsche Bank
Trust Company Americas will be the Paying Agent and the Registrar (the “Note Registrar”) for this Note. The Company
reserves the rights at any time to remove any Paying Agent or Note Registrar without notice, to appoint additional or other Paying
Agents and other Note Registrars without notice and to approve any change in the office through which any Paying Agent or Note
Registrar acts; provided, however, that there will at all times be a Paying Agent in London.


 


This Note is one of the
duly authorized series (the “Series”) of debt securities of the Company (hereinafter called the “Securities”),
issued and to be issued under an indenture dated March 1, 2007 (the “Indenture”) between the Company and Deutsche Bank
Trust Company Americas, as trustee (the “Trustee”), to which Indenture and all other indentures supplemental thereto
reference is hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the Securities and
of the rights, obligations and duties of the Company, the Trustee and the Paying Agent for this Note, and the terms upon which
the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different
series may be issued in various 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 covenants and Events of Default and may
otherwise vary as provided or permitted in the Indenture. This Note is one of the series of Securities designated as Floating Rate
Senior Notes Due 2018 (herein called the “Notes”), initially limited in aggregate principal amount to €1,000,000,000.



    	4



    		 



    

Each capitalized term used
herein and not otherwise defined herein shall have the meaning assigned thereto in the Indenture.


 


The Company may, without
the consent of the Holders of the Notes, reopen this Series of Notes and issue additional Notes on separate dates, which shall
form a single series and shall have the same terms.


 


This Note will not be redeemable
prior to the Stated Maturity of the principal hereof except under the conditions set forth below. This Note will not be subject
to any sinking fund.


 


If, as a result of any change
in, or amendment to, the laws of the United States or the official interpretation thereof that is announced or becomes effective
on or after February 15, 2016, the Company becomes or, based upon a written opinion of independent counsel selected by the Company,
will become obligated to pay additional amounts as described below under the heading “Payment of Additional Amounts”
with respect to the Notes, then the Company may at any time at the Company’s option redeem, in whole, but not in part, the
Notes on not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount,
plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption (the “Redemption Date”). As
used under in this paragraph and under the heading “Payment of Additional Amounts,” the term “United States”
means the United States of America, any state thereof, and the District of Columbia, and the term “United States person”
means (i) any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of
Columbia (other than a partnership that is not treated as a United States person for U.S. federal income tax purposes), (iii) any
estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a U.S. court
can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial
trust decisions, or if a valid election is in place to treat the trust as a United States person.


 


If an Event of Default with
respect to the Note shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal of all the Notes 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 Securities of each series 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 Securities at the time Outstanding of each series
to be affected thereby (voting as a class). The Indenture also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of each series to be affected at the time Outstanding, on behalf of the Holders of all Securities
of each such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and of any Note issued upon the



    	5



    		 



    

registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 


Except as provided below
in the case of a defeasance, 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 and in the Indenture prescribed.


 


Under the terms of the Indenture,
the Company may satisfy and discharge its obligations with respect to the Notes by depositing in trust for the Holders of the Outstanding
Notes an amount in cash or the equivalent in securities of the government which issued the currency in which the Notes are denominated
or government agencies backed by the full faith and credit of such government sufficient to pay and discharge the entire indebtedness
on the Notes for principal of and premium, if any, and interest then due or to become due to the Stated Maturity of the principal
of the Notes (a “defeasance”). In such event, a Company will be released and discharged from its obligations to pay
interest on the Notes and to pay the principal thereof at its Maturity.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company
upon surrender of this Note for registration of transfer at the office or agency of the Company in London duly 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 by his attorney duly authorized in writing, and thereupon one or more new Notes in registered form, of authorized
denominations and for the same aggregate principal amount, will be issued in the name or names of the designated transferee or
transferees and delivered at the office of the Note Registrar in London, or mailed, at the request, risk and expense of such transferee
or transferees, to the address or addresses shown in the Note Register for such transferee or transferees.


 


Prior to due presentment
of this Note for registration of transfer, the Company, the Trustee, the Note Registrar and any agent of the Company, the Trustee
or the Note Registrar may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee, the Note Registrar nor any such agent shall be affected by notice
to the contrary.


 


This Note is issuable only
in fully registered form, without coupons, in minimum denominations of €100,000 and any integral multiple of €1,000 in
excess thereof.


 


No service charge will be
made for a transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


This Note (the “Global
Note”) is a Global Security as referred to in the Indenture and is not exchangeable for one or more certificated Notes; provided,
however, that if at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if
at any time the Depository shall no longer be eligible or in good standing under the Securities



    	6



    		 



    

Exchange Act of 1934, as
amended, or any other applicable statute or regulation, the Company shall appoint a successor Depository. If a successor Depository
is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee or its agent, upon receipt of a Corporation Order for the authentication and delivery of
individual Notes of this series in exchange for this Global Note, will authenticate and deliver, individual Notes of this series
in an aggregate principal amount equal to the principal amount of this Global Note in exchange for this Global Note.


 


In addition, the Company
may at any time and in its sole discretion determine that the Notes represented by this Global Note shall no longer be represented
by this Global Note. In such event the Company will execute, and the Trustee or its agent, upon receipt of a Corporation Order
for the authentication and delivery of individual Notes of this series in exchange for this Global Note, will authenticate and
deliver, individual Notes of this series in an aggregate principal amount equal to the principal amount of this Global Note in
exchange for this Global Note.


 


This Note and all the obligations
of the Company hereunder are direct, senior unsecured and unsubordinated obligations of the Company and rank pari passu
with all other senior unsecured and unsubordinated indebtedness of the Company from time to time outstanding.


 


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


 


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


 


Payment of Additional
Amounts


 


The Company will, subject
to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary
in order that the net payment by the Company or a paying agent of the principal, premium and interest with respect to the Notes
to a holder that is not a United States person (as defined above), after withholding or deduction for any present or future tax,
assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less
than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional
amounts will not apply:


 


		1.	to any tax, assessment or other governmental charge that would not have been imposed but for the
holder, a fiduciary, settlor, beneficiary, member or shareholder of the holder, or a person holding a power over an estate or trust
administered by a fiduciary holder, being treated as:



 


		a.	being or having been present in, or engaged in a trade or business in, the United States, being
treated as having been present in, or engaged in a trade or business in, the United States, or having or having had a permanent
establishment in the United States;




    	7



    		 



    

		b.	having a current or former connection with the United States (other than a connection arising solely
as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights
under the indenture), including being or having been a citizen or resident of the United States or treated as being or having been
a resident thereof;



 


		c.	being or having been a personal holding company, a passive foreign investment company or a controlled
foreign corporation for U.S. federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated
earnings to avoid United States federal income tax;



 


		d.	being or having been a “10-percent shareholder,” as defined in section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, of the Company;
or



 


		e.	being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or any successor provision;



 


		2.	to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or
that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect
to the fiduciary, a beneficial owner or member of the partnership or limited liability company 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 any tax, assessment or other governmental charge that would not have been imposed but for the
failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning
the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance
is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty
to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;



 


		4.	to any tax, assessment or other governmental charge that is imposed otherwise than by withholding
by the Company or a paying agent from the payment;



 


		5.	to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property
tax or similar tax, assessment or other governmental charge;



 


		6.	to any tax, assessment or other governmental charge that would not have been imposed but for the
presentation by the holder of any Note, where presentation is required, for payment on a date more than 30 days after the date
on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;




    	8



    		 



    

		7.	to any tax, assessment or other governmental charge required to be withheld or deducted that is
imposed on a payment pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections that
is substantively comparable and not materially more onerous to comply with), any Treasury regulations promulgated thereunder, or
any other official interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental
agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction
implementing FATCA or an intergovernmental agreement in respect of FATCA;



 


		8.	any tax, assessment or other governmental charge that is imposed or withheld solely by reason of
a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later;



 


		9.	any tax, assessment or other governmental charge imposed by reason of the failure of the beneficial
owner to fulfill the statement requirements of Section 871(h) or Section 881(c) of the Code;



 


		10.	any tax imposed pursuant to Section 871(h)(6) or 881(c)(6) of the Code (or any amended or successor
provisions); or



 


		11.	in the case of any combination of items (1) through (10)



 


Except as specifically provided
above, the Company will not be required to pay additional amounts in respect of any tax, assessment or other governmental charge.
References in this Note to any payment on the Notes include the related payment of additional amounts, as applicable.



    	9



    		 



    

IN WITNESS WHEREOF, HONEYWELL
INTERNATIONAL INC. has caused this Note to be manually executed under its corporate seal.


 


	Dated:	 	 
	 	 	 
	[Seal]	HONEYWELL INTERNATIONAL INC.
	 	 	 
	 	By:

	 	Name: 	John J. Tus
	 	Title:	Vice President and Treasurer


 


	ATTEST:	 
	 	 	 
	By:
	 
	Name: 	Alison Zoellner	 
	Title: 	Assistant Secretary	 




    	 



    		 



    

ABBREVIATIONS


 


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.


 


TEN COM–as tenants in common


 


UNIF GIFT MIN ACT–_____________________Custodian_________________________


 


Under Uniform Gifts to Minors Act


 




 


 



 


 


TEN ENT–as tenants by the entireties


 


JT TEN–as joint tenants with right
of survivorship and not as tenants in common


 


Additional abbreviations
may also be used though not in the above list.


 


FOR THE VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto


 


Please Insert Social Security or Other

Identifying Number of Assignee:


 

 




 


 



 


 




 


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS

INCLUDING 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.


 


	Dated:	 	 	 


NOTICE: The signature to this assignment must
correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement,
or any change whatever.



    	 



    		 



    



Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose




 





	Dated:	 	CERTIFICATE OF AUTHENTICATION
	 	 	 
	 	 	This is one of the Securities of the series designated therein referred
    to in the within-mentioned Indenture.
	 	 	 
	 	 	Deutsche Bank Trust Company Americas, as Trustee
	 	 	 
	 	 	By: Deutsche Bank National Trust Company



 





		By:
	  
	 	 	Name:	 
	 	 	Title: