Exhibit 4.1



THIS SECURITY IS A REGISTERED
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 







THE WESTERN UNION COMPANY


	3.600% Note due
      March 15, 2022		CUSIP:
      959802AU3
			ISIN:
      US959802AU35
	 
	No. R-1		$400,000,000



The
Western Union Company, a Delaware corporation (the “Company,” which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to Cede & Co., or its
registered assigns, the principal sum of FOUR HUNDRED MILLION DOLLARS
($400,000,000), or such other amount as indicated on the Schedule of Exchanges
of Notes attached hereto, on March 15, 2022. 

Issue Date: March 15, 2017. 

Interest Payment Dates: March 15 and September 15,
commencing September 15, 2017. 

Regular Record Dates: March 1 and September 1.


Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which shall for all purposes have
the same effect as if set forth at this place. 

[Signature page follows]








IN WITNESS
WHEREOF, the Company has caused
this Note to be signed manually or by facsimile by its duly authorized officer.


	Date:	 	        	THE
      WESTERN UNION COMPANY
	 	
			By: 
    	 
	 			Name:  	Brad
      Windbigler 
				Title: 	Senior
      Vice President and 
					Treasurer
    
	 	
	[Corporate
      Seal]				









(Trustee’s Certificate of
Authentication) 

This is one of the Securities
authorized to be issued pursuant to the Indenture referred to in this Note.



	WELLS FARGO BANK,
      NATIONAL
	ASSOCIATION, as
      Trustee
	 
	By: 	 
		Authorized Signatory










[REVERSE SIDE OF NOTE]


THE WESTERN UNION COMPANY


3.600% Note due March 15, 2022


1. Definitions.

Terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Indenture dated as
of November 17, 2006, as amended by the Supplemental Indenture dated as of
September 6, 2007 (as amended from time to time, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as
trustee (the “Trustee”). 

“Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having a 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 corporate notes of comparable maturity to the remaining term of such
Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i)
the average of three Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Quotation Agent obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations.


“Quotation Agent” means a Reference Treasury Dealer appointed by
the Company. 

“Reference Treasury Dealer” means (i) Barclays Capital Inc., Citigroup
Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company will substitute therefor another
Primary Treasury Dealer and (ii) any two other Primary Treasury Dealers selected
by the Company.

“Reference Treasury Dealer
Quotations” means, with respect
to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.

1 







“Treasury Rate”
means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption
date. 

2. Principal and Interest.

The Company promises to pay the
principal of this Note on March 15, 2022. If the maturity date of this Note is
not a Business Day, then the principal amount of the Note plus accrued and
unpaid interest thereon shall be paid on the next succeeding Business Day with
the same effect as if payment were made on the maturity date, and no interest
shall accrue for the maturity date, or thereafter. 

The Company promises to pay interest
on the principal amount of this Note on each interest payment date, as set forth
on the face of this Note, at the rate of 3.600% per annum, subject to adjustment
as set forth herein (the per annum rate at which the Notes shall bear interest
at any time, the “Note Interest
Rate”).

Interest shall be payable
semi-annually in arrears (to the holders of record of this Note at the close of
business on the March 1 or September 1 immediately preceding the interest
payment date) on each interest payment date, commencing September 15, 2017.


Interest on this Note shall accrue
from and including the most recent interest payment date or, if no interest has
been paid, from and including the Issue Date to and including the day
immediately preceding the next succeeding interest payment date. Interest shall
be computed on the basis of a 360-day year of twelve 30-day months. 

If any interest payment date falls on
a day that is not a Business Day, then such interest payment date shall be the
next succeeding Business Day, without additional interest and with the same
effect as if it were made on the originally scheduled date.

Interest not paid when due and any
interest on principal, premium or interest not paid when due shall be paid to
the Persons that are Holders on a special record date, which shall be the 15th
day next preceding the date fixed by the Company for the payment of such
interest, whether or not such day is a Business Day. At least 10 days before a
special record date, the Company shall send to each Holder and to the Trustee a
notice that sets forth the special record date, the payment date and the amount
of interest to be paid. 

2 







3.
Interest Rate
Adjustment.

The
Note Interest Rate will be subject to adjustments from time to time if Moody’s
Investors Service, Inc. (“Moody’s”) (or, if
applicable, any Substitute Rating Agency (as defined below)) or Standard &
Poor’s Ratings Services, a division of S&P Global Inc. (“S&P”) downgrades (or subsequently upgrades) the debt rating assigned to the
Notes, as set forth below.

If
the rating from Moody’s or S&P (or, in either case if applicable, any
Substitute Rating Agency) with respect to the Notes (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) is decreased to a rating set forth in the
immediately following table with respect to that Applicable Rating Agency, the
Note Interest Rate will increase from 3.600% by the percentage set forth
opposite that rating:


	Rating		Applicable Rating
    Agency
	Level		Moody’s*		S&P*		Percentage
	1		Ba1	 	BB+	 	0.25%
	2		Ba2		BB		0.50%
	3		Ba3	 	BB–		0.75%
	4		B1 or		B+ or		1.00%
			below		below		




* Including the equivalent
ratings of any Substitute Rating Agency

If
at any time the Note Interest Rate has been adjusted upward as a result of a
decrease in a rating by an Applicable Rating Agency and that Applicable Rating
Agency subsequently increases its rating with respect to the Notes to any of the
threshold ratings set forth above, the Note Interest Rate will be decreased such
that the interest rate per annum equals 3.600% plus the percentage set forth
opposite the rating in effect immediately following the increase in the table
above; provided that if Moody’s or any Substitute Rating Agency subsequently
increases its rating of the Notes to “Baa3” (or its equivalent if with respect
to any Substitute Rating Agency) or higher and S&P or any Substitute Rating
Agency subsequently increases its rating of the Notes to “BBB-” (or its
equivalent if with respect to any Substitute Rating Agency) or higher, the Note
Interest Rate will be decreased to 3.600%.

3







No adjustment in the Note
Interest Rate shall be made solely as a result of an Applicable Rating Agency
ceasing to provide a rating. If at any time less than two Applicable Rating
Agencies provide a rating of the Notes, the Company will use its commercially
reasonable efforts to obtain a rating of the Notes from another nationally
recognized statistical rating organization, to the extent one exists, and if
another nationally recognized statistical rating organization rates the Notes
(such organization, as certified by a resolution of the Company’s Board of
Directors, a “Substitute Rating Agency”), for purposes of determining any increase or
decrease in the Note Interest Rate pursuant to the table above (a) such
Substitute Rating Agency will be substituted for the last Applicable Rating
Agency to provide a rating of the
Notes but which has since ceased to provide such rating, (b) the relative
ratings scale used by such Substitute Rating Agency to assign ratings to senior
unsecured debt will be determined in good faith by an independent investment
banking institution of national standing appointed by the Company and, for
purposes of determining the applicable ratings included in the table above with
respect to such Substitute Rating Agency, such ratings shall be deemed to be the
equivalent ratings used by Moody’s and S&P in such table and (c) the Note
Interest Rate will increase or decrease, as the case may be, such that the
interest rate per annum equals 3.600% plus the appropriate percentage, if any,
set forth opposite the rating from such Substitute Rating Agency in the table
above (taking into account the provisions of clause (b) above). For so long as
(i) only one Applicable Rating Agency provides a rating of the Notes, any
increase or decrease in the Note Interest Rate necessitated by a reduction or
increase in the rating by that Applicable Rating Agency shall be twice the
applicable percentage set forth in the table above and (ii) no Applicable Rating
Agency provides a rating of the Notes, the Note Interest Rate will increase to,
or remain at, as the case may be, 5.600%.

Each adjustment required by any
decrease or increase in a rating set forth above, whether occasioned by the
action of Moody’s, S&P or any Substitute Rating Agency, shall be made
independent of (and in addition to) any and all other adjustments. In no event
shall (1) the Note Interest Rate be reduced below 3.600% or (2) the Note
Interest Rate exceed 5.600%.

Any interest rate increase or
decrease described above will take effect from the first interest payment date
following the date on which a rating change occurs that requires an adjustment
in the interest rate. If Moody’s or S&P (or any Substitute Rating Agency)
changes its rating of the Notes more than once prior to any particular interest
payment date, the last change by such agency prior to such interest payment date
will control for purposes of any interest rate increase or decrease with respect
to the Notes described above relating to such Applicable Rating Agency’s action.


The Note Interest Rate will
permanently cease to be subject to any adjustment described above
(notwithstanding any subsequent decrease in the ratings by any Applicable Rating
Agency) if the Notes become rated “A3” (or its equivalent) or higher by Moody’s
(or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by
S&P (or any Substitute Rating Agency), or one of those ratings if only rated
by one Applicable Rating Agency, in each case with a stable or positive
outlook.

4. Indenture.

This is one of the Securities issued
under the Indenture. The terms of this Note include those stated in or otherwise
provided in accordance with the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act. This Note
is subject to all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of all such terms. To the extent permitted
by applicable law, in the event of any inconsistency between the terms of this
Note and the terms of the Indenture, the terms of this Note shall control.


4 







This Note is a general unsecured
obligation of the Company. The Indenture does not limit the original aggregate
principal amount of the Notes, or any additional Securities that may be issued
pursuant to the Indenture, and the Notes and all such additional Securities vote
together for all purposes as a single class. 

5. Redemption and Repurchase; Change of Control Repurchase;
Discharge Prior to Redemption or Maturity.

The Notes shall be redeemable at the
option of the Company in whole or in part, at any time and from time to time
prior to February 15, 2022 (the date that is one month prior to the stated
maturity date of the Notes) (the “Par
Call Date”), at a redemption price equal
to the greater of (i) 100% of the principal amount of the Notes to be redeemed,
and (ii) as determined by the Quotation Agent, the sum of the present values of
the remaining scheduled payments of principal and interest on the Notes being
redeemed (not including any portion of such payments of interest accrued as of
the date of redemption), discounted to the Par Call Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate, plus 25 basis points, plus accrued and unpaid interest thereon to, but
excluding, the date of redemption. In addition, at any time and from time to
time on or after the Par Call Date, the Notes shall be redeemable, in whole or
in part, at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued but unpaid interest thereon to, but
excluding, the date of redemption.

If a Change of Control Triggering
Event (as defined below) occurs, unless the Company has exercised its option to
redeem the Notes as described above, the Company shall make an offer (the
“Change of Control Offer”) to each holder of the Notes to repurchase all or any
part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of
that holder’s Notes on the terms set forth in this Section 5. In the Change of
Control Offer, the Company shall offer payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to, but not including, the date of
repurchase (the “Change of Control
Payment”). Within 30 days following any
Change of Control Triggering Event or, at the option of the Company, prior to
any Change of Control, but after public announcement of the transaction that
constitutes or may constitute the Change of Control, a notice shall be mailed
(or sent electronically in accordance with applicable DTC procedures) to holders
of the Notes, with a copy to the Trustee, describing the transaction that
constitutes or may constitute the Change of Control
Triggering Event and offering to repurchase the Notes on the date specified in
the applicable notice, which date shall be no earlier than 30 days and no later
than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”). The notice shall, if mailed or sent prior to the date
of consummation of the Change of Control, state that the Change of Control Offer
is conditioned on the Change of Control Triggering Event occurring on or prior
to the applicable Change of Control Payment Date. 

5 







On
each Change of Control Payment Date, the Company shall, to the extent
lawful:


	(1) 
    	accept for payment
      all Notes or portions of Notes properly tendered pursuant to the
      applicable Change of Control Offer and not withdrawn;
	 
	(2)	deposit with the
      paying agent an amount equal to the Change of Control Payment in respect
      of all Notes or portions of Notes properly tendered and not withdrawn;
      and
	 
	(3)	deliver or cause to
      be delivered to the Trustee the Notes properly accepted together with an
      Officers’ Certificate stating the aggregate principal amount of Notes or
      portions of Notes being repurchased.



The
Company shall not be required to make a Change of Control Offer upon the
occurrence of a Change of Control Triggering Event if a third party makes such
an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Company and the third party purchases all
Notes properly tendered and not withdrawn under its offer. In addition, the
Company shall not repurchase any Notes if there has occurred and is continuing
on the Change of Control Payment Date an Event of Default under the Indenture,
other than a default in the payment of the Change of Control Payment upon a
Change of Control Triggering Event.

The
Company shall comply with the requirements of Rule 14e-1 under the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control Triggering
Event. To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control Offer provisions of the Notes, the Company
shall comply with those securities laws and regulations and shall not be deemed
to have breached its obligations under the Change of Control Offer provisions of
the Notes by virtue of any such conflict and compliance.

6 







If holders of not less than 90% in
aggregate principal amount of the outstanding Notes properly tender and do not
withdraw the Notes in a Change of Control Offer (or an offer made by a third
party as described above) and the Company, or any third-party making an
offer in lieu of the Company, as described above, purchases all of the Notes
properly tendered and not withdrawn by such holders, the Company or the third
party making such offer shall have the right, upon not less than 30 nor more
than 60 days’ prior notice, given not more than 30 days following such purchase
pursuant to the Change of Control Offer or offer by such third party described
above, to redeem all Notes that remain outstanding following such purchase at a
redemption price in cash equal to the applicable Change of Control Payment.


For purposes of the Change of Control
Offer provisions of the Notes, the following definitions shall apply:

“Change of Control” means the occurrence of any of the following: (1) the
direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or more series of related
transactions, of the Company’s assets and the assets of its subsidiaries
substantially as an entirety or as an entirety, taken as a whole, to any person,
other than the Company or one of its subsidiaries; (2) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any person becomes the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the Company’s outstanding Voting Stock or other Voting Stock into
which the Company’s Voting Stock is reclassified, consolidated, exchanged or
changed in such transaction, measured by voting power rather than number of
shares; (3) the Company consolidates with, or merges with or into, any person,
or any person consolidates with, or merges with or into, the Company, in any
such event pursuant to a transaction in which any of the Company’s outstanding
Voting Stock or the Voting Stock of such other person is converted into or
exchanged for cash, securities or other property, other than any such
transaction where the shares of the Company’s Voting Stock outstanding
immediately prior to such transaction constitute, or are converted into or
exchanged for, a majority of the outstanding Voting Stock of the surviving
person or any direct or indirect parent company of the surviving person
immediately after giving effect to such transaction; (4) the first day on which
a majority of the members of the Company’s board of directors are not Continuing
Directors; or (5) the adoption of a plan relating to the Company’s liquidation
or dissolution. Notwithstanding the foregoing, a transaction will not be deemed
to involve a Change of Control under clause (2) or (3) above if (i) the Company
becomes a direct or indirect wholly owned subsidiary of a holding company and
(ii)(A) the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the
holders of the Company’s Voting Stock immediately prior to that transaction or
(B) immediately following that transaction no person (other than a holding
company satisfying the requirements of this sentence) is the beneficial owner,
directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term “person,” as used
in this definition, has the meaning given thereto in Section 13(d)(3) of the
Exchange Act.

7 







“Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.

“Continuing Directors” means, as of any date of determination, any member of
the Company’s board of directors who (1) was a member of such board of directors
on the date the Notes were issued or (2) was nominated for election, elected or
appointed to such board of directors with the approval of a majority of the
continuing directors who were members of such board of directors at the time of
such nomination, election or appointment (either by a specific vote or
resolution adopted by the Company’s board of directors or by approval by the
Company’s board of directors of the Company’s proxy statement in which such
member was named as a nominee for election as a director).

“Fitch” means
Fitch Inc., and its successors.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the
equivalent) by Fitch, and the equivalent investment grade credit rating from any
replacement Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means
Moody’s Investors Service, Inc., and its successors.

“Rating Agencies”
means (1) each of Moody’s, S&P and Fitch; and (2) if any or all of Moody’s,
S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes
publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Section
3(a)(62) under the Exchange Act selected by the Company (as certified by a
resolution of the Company’s board of directors) as a replacement agency for
Moody’s, S&P or Fitch, or all of them, as the case may be.

“Rating Event”
means the rating on the Notes is lowered by all three of the Rating Agencies
from an Investment Grade Rating to below an Investment Grade Rating, in any case
on any day during the period (which period will be extended so long as the
rating of the Notes is under publicly announced consideration for a possible
downgrade by any of the Rating Agencies) commencing upon the first public notice
by the Company of the occurrence of a Change of Control or the Company’s
intention to effect a Change of Control and ending 60 days following the
consummation of the Change of Control; provided, however, that a Rating Event
otherwise arising by virtue of a particular reduction in rating will not be
deemed to have occurred in respect of a particular Change of Control (and thus
will not be deemed a Rating Event for purposes of the definition of Change of
Control Triggering Event) if any of the Rating Agencies does not announce or
publicly confirm or inform the Company that the reduction in ratings was the
result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control has been
consummated at the time of the Rating Event).

8 







“S&P”
means  Standard & Poor’s Ratings Services, a division of S&P Global
Inc., and its successors.

“Voting Stock”
means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person
that is at the time entitled to vote generally in the election of the board of
directors of such person.

There is no sinking fund or mandatory
redemption applicable to this Note. 

If the Company deposits with the
Trustee money or U.S. Government Obligations sufficient to pay the then
outstanding principal of, premium, if any, and accrued interest on this Note to
redemption or maturity, the Company may in certain circumstances be discharged
from the Indenture and the Notes or may be discharged from certain of its
obligations under certain provisions of the Indenture. 

6. Covenant Defeasance


The provisions in Article 8 of the
Indenture relating to Discharge and Defeasance (including Sections 8.01, 8.05
and 8.06) shall be applicable to the Notes, including the provisions relating to
Change of Control Offers; provided that, for the purposes of the Section 8.05(e)
of the Indenture, the term “Holder” shall refer to the beneficial owner.


7. Other Provisions.


With respect to the Notes, Section
4.08(a) as set forth in the Indenture shall read as follows: “(a) the sum of the
aggregate sale price of property involved in the Sale and Leaseback Transactions
not otherwise permitted plus the aggregate amount of indebtedness secured by
Liens referred to in subsection (11) of the definition of “Permitted Liens” does
not exceed the greater of $300 million or 15% of Consolidated Net Worth;”.


With respect to the Notes, subsection
(11) of the definition of “Permitted Liens” as set forth in the Indenture shall
read as follows: “(11) Liens not otherwise permitted if the aggregate amount of
the indebtedness secured by those Liens, plus the aggregate sales price of
property involved in Sale and Leaseback Transactions referred to in Section
4.08(a), does not exceed the greater of $300 million or 15% of Consolidated Net
Worth.” 

9 







With respect to the Notes, the
definition of “Financing Lease” shall read as follows: “‘Financing Lease’ means
any lease of property, real or personal, the obligations of the lessee in
respect of which are required in accordance with GAAP as it exists on March 8,
2017 to be capitalized on a balance sheet of the lessee.” 

8. Registered Form; Denominations; Transfer;
Exchange.

The Notes shall only be in
denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000.
A Holder may register the transfer or exchange of Notes in accordance with the
Indenture. The Trustee may require a Holder to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. Pursuant to the Indenture, there shall be certain
periods during which the Trustee may not be required to issue, register the
transfer of or exchange any Note or certain portions of a Note. 

9. Defaults and Remedies.

If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the outstanding Notes may declare all the Notes to be due and payable
immediately. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes. Subject to certain limitations
provided in the Indenture, Holders of a majority in principal amount of the
Notes then outstanding may direct the Trustee in its exercise of remedies.


10. Amendment and Waiver.

The Indenture and this Note may be
amended, or default thereunder may be waived, in accordance with provisions set
forth in the Indenture. 

11. Authentication.

This Note is not valid until the
Trustee (or Authenticating Agent) signs the certificate of authentication on the
other side of this Note. 

12. Governing Law.

The laws of the State of New York
shall govern this Note, without regard to conflicts of law principles thereof.


10 







13. Abbreviations.

Customary abbreviations may be used
in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (=
Uniform Gifts to Minors Act). 

The Company shall furnish a copy of
the Indenture to any Holder upon written request and without charge.

11 







[FORM OF TRANSFER NOTICE]


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


	
      Insert Taxpayer
      Identification No.

	 
	 
	 
	(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.








	Date: 	 






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












	Signature 	
	Guarantee:1 	
		 
		By	
		To be executed by an executive
  officer













____________________

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









SCHEDULE OF EXCHANGES OF
NOTES 

The following exchanges of a
part of this Registered Global Security for other Securities or a part of
another Registered Global Security have been made: 

							Principal amount of		
							this Registered		
			Amount of decrease	 	Amount of increase		Global Security		
			in principal amount		in principal amount	 	following such	 	Signature of
		 	of this Registered		of this Registered		decrease (or		authorized officer of
	Date of Exchange	   	Global Security	   	Global Security	   	increase)	   	Trustee