EXHIBIT 4.4


 


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.

1.300% Senior Note Due 2023


 





	REGISTERED No.	€



Registered CUSIP: 438516 BG0


Registered ISIN: XS1366026679


Common Code No.: 136602667


 


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, 2023 (the “Maturity Date”), and to pay interest on said principal sum annually in
arrears on February 22 of each year, commencing February 22, 2017 (each such date on which the Company is required to pay interest
being referred to herein as an “Interest Payment Date”), at the rate of 1.300% per annum 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. Interest payable on any Interest Payment Date, Redemption Date (as defined below) or Maturity
Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which
interest has been paid or duly provided for (or from and including the original issue date of this Note, if no interest has been
paid or duly provided for) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date, as the case may be.
This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Markets
Association. If any Interest Payment



    	 



    	



    

Date falls on a day that is not
a Business Day, the interest payment will be made on the next succeeding day that is a Business Day, but no additional interest
will accrue as a result of the delay in payment. If the Maturity Date or any Redemption Date falls on a day that is not a Business
Day, the related payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if it
were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after
such date to the next succeeding Business Day. The rights of holders of beneficial interests of Notes (as defined below) to receive
the payments of interest on such Notes are subject to the applicable procedures of Clearstream Banking, société
anonyme (“Clearstream”), and Euroclear Bank, S.A./N.V. (“Euroclear”).


 


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 such 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. 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.


 


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 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



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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 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 1.300% Senior
Notes Due 2023 (herein called the “Notes”), initially limited in aggregate principal amount to €1,250,000,000.


 


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.


 


The Notes will be redeemable,
in whole or in part, at any time and from time to time at the Company’s option, at a redemption price equal to the greater
of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption), discounted
to the date of redemption (the “Redemption Date”) on an annual basis (ACTUAL/ACTUAL (ICMA)), at the applicable Comparable
Government Bond Rate described below plus 25 basis points, plus accrued and unpaid interest on the principal amount of the Notes
to be redeemed to the date of redemption. The Company will calculate the redemption price.


 


“Comparable Government
Bond Rate” means, with respect to any Redemption Date, the rate per annum equal to the yield to maturity, expressed as a
percentage (rounded to three decimal places, with 0.0005 being rounded upwards), on the third Business Day prior to the date fixed
for redemption, calculated in accordance with customary financial practice in pricing new issues of comparable corporate debt securities
paying interest on an annual basis



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(ACTUAL/ACTUAL (ICMA)) of the
Comparable Government Bond (as defined below), assuming a price for the Comparable Government Bond (expressed as a percentage of
its principal amount) equal to the Comparable Government Bond Price for such Redemption Date.


 


“Comparable Government
Bond” means, in relation to any Comparable Government Bond Rate calculation, the German government bond (Bundesanleihe) selected
by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes
to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of euro-denominated corporate debt securities of a comparable maturity to the remaining term of such Notes.


 


“Independent Investment
Banker” means one of the Reference Government Bond Dealers selected by the Company.


 


“Comparable Government
Bond Price” means, with respect to any Redemption Date, (1) the arithmetic average of the Reference Government Bond Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or
(2) if the Company obtains fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such
quotations.


 


“Reference Government
Bond Dealer” means each of (i) Barclays Bank PLC, Citigroup Global Markets Limited, Goldman, Sachs & Co. and Merrill
Lynch International or any of their affiliates that are primary European government securities dealers, and their respective successors;
provided that if any of the foregoing or any of their affiliates shall cease to be a primary European government securities dealer
(“Primary Dealer”), the Company shall substitute therefor another Primary Dealer and (ii) three other Primary Dealers
selected by the Company.


 


“Reference Government
Bond Dealer Quotations” means, with respect to each Reference Government Bond Dealer and any Redemption Date, the arithmetic
average, as determined by the Company, of the bid and asked prices for the Comparable Government Bond (expressed in each case as
a percentage of its principal amount) quoted in writing to the Company by such Reference Government Bond Dealer at 11:00 a.m.,
Brussels time, on the third Business Day preceding such Redemption Date.


 


Notice of any redemption will
be mailed at least 30 days but not more than 60 days before the Redemption Date to each holder of Notes to be redeemed. If the
Company elects to redeem fewer than all the Notes, the trustee will select the particular Notes to be redeemed by such method that
the trustee deems fair and appropriate; provided that if the Notes are represented by one or more Global Securities, beneficial
interests therein will be selected for redemption by Clearstream and Euroclear in accordance with their respective applicable procedures
therefor; and provided, further, that no Notes of a principal amount of €100,000 or less will be redeemed in part.


 


Unless the Company defaults
in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof
called for redemption.



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On or before a Redemption Date,
the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest
on the Notes to be redeemed on that date. This Note will not be subject to any sinking fund.


 


Subject to the exceptions and
limitations set forth below, the Company will 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 below), 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;



 


		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;




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		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;



 


		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.



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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, 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 above 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 of this series 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.


 


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 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



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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 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



    	8



    	



    

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.



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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: