Exhibit 4.2A


 


THIS NOTE IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. 
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TRUST COMPANY (“THE DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


	
  No.

  	
   

  	
  PACCAR Inc

  	
   

  	
  Principal Amount

  
	
   

  	
   

  	
  Medium-Term Note, Series A

  	
   

  	
   

  
	
   

  	
   

  	
  (Fixed Rate)

  	
   

  	
  $

  



 


	
  CUSIP:

  	
   

  	
  ORIGINAL ISSUE DATE:

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE:

  	
   

  	
  INITIAL REDEMPTION DATE:

  
	
   

  	
   

  	
   

  
	
  MATURITY DATE:

  	
   

  	
  INITIAL REDEMPTION PERCENTAGE:

  
	
   

  	
   

  	
   

  
	
  SPECIFIED CURRENCY: United States dollars for all payments unless
  otherwise specified below:

  	
   

  	
  ANNUAL REDEMPTION PERCENTAGE REDUCTION:

  
	
   

  	
   

  	
   

  
	
  ·     payments
  of principal and any premium:

  	
   

  	
  REGULAR RECORD DATES:

  
	
   

  	
   

  	
   

  
	
  ·     payments
  of interest:

  	
   

  	
  INTEREST PAYMENT DATES:

  
	
  ·     Exchange
  Rate Agent:

  	
   

  	
   

  
	
   

  	
   

  	
  DENOMINATIONS: ($1,000, and integral multiples of $1,000 unless
  otherwise specified below):

  
	
  o CHECK IF DISCOUNT
  NOTE Issue Price %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDER’S OPTIONAL REPAYMENT DATE(S):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OTHER PROVISIONS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADDENDUM ATTACHED:

  	
   

  	
   

  



 


If an Initial Redemption Date
is specified above, (i) the Redemption Price will initially be the Initial
Redemption Percentage specified above and shall decline at each anniversary of
the Initial Redemption Date specified above by the Annual Redemption Percentage
Reduction specified above until the Redemption Price is 100% of such principal
amount, and (ii) this Note may be redeemed either in whole or from time to
time in part, except that if the following box is marked, this Note may be
redeemed in whole only [  ].  If no Initial Redemption Date is specified
above, this Note may not be redeemed prior to the Maturity Date.


 

















 


PACCAR Inc,
a Delaware corporation (herein called the “Company,” which term includes any
successor corporation under the Indenture referred to herein), for value
received, hereby promises to pay to CEDE & CO. or its registered
assigns, the principal sum of 
                                                      UNITED STATES DOLLARS on the Maturity Date specified above,
and to pay interest thereon at the rate per annum specified above (computed on
the basis of a 360-day year of twelve 30-day months) until the principal hereof
is paid or made available for payment. 
The Company will pay interest semi-annually on the Interest Payment
Dates specified above, commencing with the Interest Payment Date immediately
following the Original Issue Date shown above, and on the Maturity Date or any
earlier redemption date or optional repayment date (such Maturity Date and any
earlier redemption date or optional repayment date or any other date that the
principal amount hereof or an installment thereof is due and payable whether by
declaration of acceleration pursuant to the Indenture or otherwise being
referred to hereinafter as a “Maturity” with respect to the portion of the
principal amount payable on such date); provided, however, that if the Original
Issue Date specified above is after a Regular Record Date as specified above
and on or before the related Interest Payment Date, interest payments will
commence on the next succeeding Interest Payment Date.  Interest on this Note will accrue from and
including the most recent date to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from the Original
Issue Date specified above to but excluding such date to which interest has
been paid or duly provided for.  If any
Interest Payment Date or the Maturity would fall on a day that is not a
Business Day, the payment of principal or interest shall be made the next day
that is a Business Day with full force and effect as if the payment had been
made on such date, and no interest on such payment shall accrue from and after
such Interest Payment Date or Maturity. 
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 Securities) is
registered at the close of business on the Regular Record Date for such
interest (whether or not a Business Day) next preceding such Interest Payment
Date, and interest payable at Maturity shall be payable to the Person to whom
the principal hereof is payable.  Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange upon which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.  Payment
of principal and interest payable at Maturity of this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts, and will be made in immediately available funds if this Note is
presented in time for payment to be made in such funds in accordance with
normal procedures of Citibank, N.A., as paying agent (the “Paying Agent”, which
term includes any successor paying agent under the Indenture).


 


“Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York; provided, however, that, if
the Specified Currency above is anything other than United States dollars, the
day is also not a day on which commercial banks are authorized or required by
law, regulation or executive order to close in the Principal Financial Center,
as defined below, of the country issuing the Specified Currency or, if the
Specified Currency is Euro, the day is also a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System or any
successor thereto, is open.


 


“Principal
Financial Center” means the capital city of the country issuing the Specified
Currency, except that with respect to United States dollars, Australian
dollars, Canadian dollars, South African rand and Swiss francs, the “Principal
Financial Center” will be The City of New York, Sydney, Toronto, Johannesburg
and Zurich, respectively.


 


Except as provided in the next
paragraph, any payment to be made on this Note in a Specified Currency other
than United States dollars will be made in United States dollars unless the
Person entitled to receive such payment transmits a written request for such
payment to be made in the Specified Currency to the Paying Agent, on or before
the applicable Regular Record Date or at least fifteen calendar days before
Maturity, as the case may be. Such written request may be mailed, hand
delivered, or sent by cable, telex or other form of facsimile transmission. Any
such request made with respect to any payment on this Note payable to a
particular Holder will remain in effect for all later payments on this Note
payable to such Holder, unless such request is revoked by written notice to the
Paying Agent on or before the applicable Regular Record Date or at least fifteen
calendar days before Maturity, as the case may be, in which case such
revocation shall be effective for such and all later payments.


 


2

















 


The United States dollar amount
of any payment made pursuant to this Note, if the Specified Currency is other
than United States dollars and the Person entitled to receive such payment has
not requested payment to be made in the Specified Currency as described in the
preceding paragraph, will be determined by the Exchange Rate Agent based upon
the highest bid quotation received by the Exchange Rate Agent as of 11:00 A.M.,
New York City time, on the second Business Day preceding the applicable payment
date, from three recognized foreign exchange dealers selected by the Exchange
Rate Agent (which dealers may include the Exchange Rate Agent) and approved by
the Company in The City of New York, in each case for the purchase by the
quoting dealer, for United States dollars and for settlement on such payment
date of an amount of the Specified Currency for such payment equal to the
aggregate amount of such Specified Currency payable on such payment date to all
Holders of Securities who are scheduled to receive United States dollar
payments on such payment date, and at which the applicable dealer commits to
execute a contract. If the bid quotations are not available on such second
Business Day, such payment will be made in the Specified Currency for such
payment. All currency exchange costs associated with any payment in United States
dollars on this Note will be borne by the Holder entitled to receive such
payment, by deduction from such payment.


 


Notwithstanding anything in the
foregoing to the contrary, if the Specified Currency is not available for any
amount payable on this Note on the second Business Day preceding the applicable
payment date (including at Maturity) due to the imposition of exchange controls
or any other circumstances beyond the control of the Company, the Company will
be entitled to satisfy its obligation to pay such amount in such Specified
Currency by making such payment in United States dollars. The amount of such
payment in United States dollars shall be determined by the Exchange Rate Agent
on the basis of the Market Exchange Rate on the second Business Day preceding
the applicable payment date, or if the Market Exchange Rate is not available on
the second Business Day preceding the applicable payment date, the most
recently available Market Exchange Rate. The “Market Exchange Rate” for a
Specified Currency other than United States dollars means the noon dollar
buying rate for cable transfers in The City of New York for such Specified
Currency as certified for custom purposes or, if not so certified, as otherwise
determined by the Federal Reserve Bank of New York. Any payment made under such
circumstances in United States dollars where the required payment is in other
than United States dollars will not constitute an Event of Default under the
Indenture or this Note.


 


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


 


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


 


References herein to the “Note,”
“hereof,” “herein” and comparable terms shall include any Addendum hereto if
any Addendum is specified under “Other Provisions” above.


 


3

















 


IN WITNESS
WHEREOF, the Company has caused this Note to be duly executed, manually or in
facsimile, and an imprint or facsimile of its corporate seal to be imprinted
hereon.


 


	
  Dated:

  	
   

  	
  PACCAR Inc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTEST:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CERTIFICATE OF AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the Securities of the series

  	
   

  	
   

  
	
  designated herein issued under the

  	
   

  	
   

  
	
  within-mentioned Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wilmington Trust Company, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By Citibank, N.A., as Authenticating Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


4

















 


This Note is one of a duly
authorized issue of Securities of the Company, issued and to be issued in one
or more series under an indenture dated as of November 18, 2008 (the “Indenture”),
between the Company and Wilmington Trust Company, as trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This Note
is one of the series of the Securities designated as the Medium-Term Notes, Series A
(herein called the “Notes”).  The Notes
may bear different dates and mature at different times, may bear interest at
different rates and may otherwise vary, all as provided in the Indenture.


 


Any provision contained herein
with respect to the calculation of the rate of interest applicable to this
Note, its payment dates or any other matter relating hereto may be modified as
specified in an Addendum relating hereto if so specified above. 


 


This Note may be subject to
repayment at the option of the Holder prior to the Maturity Date specified above
on the Holder’s Optional Repayment Date(s), if any, specified above.  If no Holder’s Optional Repayment Dates are
specified above, this Note may not be so repaid at the option of the Holder
hereof prior to the Maturity Date.  On
any Holder’s Optional Repayment Date, this Note shall be repayable in whole or
in part in an amount equal to $1,000 or integral multiples thereof (provided
that any remaining principal amount shall be an authorized denomination) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid (or, if the Discount Note box is checked above, such lesser
amount as is provided below), together with interest thereon payable to the
date of repayment, subject to the terms of any applicable Addendum hereto.  For this Note to be repaid in whole or in
part at the option of the Holder hereof, this Note must be received, with the
form entitled “Option to Elect Repayment” set forth below (and also available
at the office of the Trustee) duly completed, by the Paying Agent at its office
at 111 Wall St., 15th Floor Window, New York, New York 10005 Attn:
15th Floor Window, or such address which the Company shall from time
to time notify the Holders of the Notes, not more than 60 nor less than 30 days
prior to a Holder’s Optional Repayment Date. 
This note must be received by the Paying Agent by 5:00 p.m., New
York City time, on the last day for the giving of such notice.  Exercise of such repayment option by the
Holder hereof shall be irrevocable.  In
the event of payment of this Note in part only, a new Note for the unpaid
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.


 


If an Event of Default (as
defined in the Indenture) with respect to the Notes shall occur and be
continuing, the principal of all the Notes Outstanding may be declared due and
payable in the manner and with the effect provided in the Indenture.


 


If the Discount Note box is
checked above, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of (i) the
Issue Price specified above (increased by any accruals of Discount, as defined
below, and reduced by any amounts of principal previously paid) and, in the
event of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage Reduction, specified above (as adjusted by the Annual
Redemption Percentage Reduction specified above) and (ii) any unpaid
interest accrued hereon to the date of such redemption, repayment or
acceleration of maturity, as the case may be. 
The difference between the Issue Price specified above and the principal
amount of this Note is referred to herein as the “Discount”.


 


For purposes of determining the
amount of Discount that has accrued as of any date on which a redemption,
repayment or acceleration of maturity occurs for this Note, such Discount will
be accrued using a constant yield method. 
The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates specified above (with ratable accruals within a compounding period), an
interest rate equal to the Initial Interest Rate specified above and an
assumption that the maturity of this Note will not be accelerated.  If the period from the Original Issue Date
specified above to the initial Interest Payment Date (the “Initial Period”) is
shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued.  If the Initial Period is longer than the
compounding period, then such period will be divided into a regular compounding
period and a short period with the short period being treated as provided in
the preceding sentence.


 


5

















 


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 to be affected at
any time by the Company with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected.  The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of 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 herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.


 


As provided in, and subject to
the terms of the Indenture, the Company shall be discharged from its
obligations under the Notes if at any time (a) the Company has irrevocably
deposited with the Trustee, in trust, (i) sufficient funds to pay the
principal of, and premium, if any, and interest to the Maturity on, the Notes,
or (ii) to the extent the Notes are payable in United States dollars only,
such amount of direct obligations of, or obligations the principal and interest
on which are fully guaranteed by, the United States of America (other than obligations
subject to prepayment, redemption or call prior to their stated maturity) as
will, together with the predetermined and certain income to accrue thereon
(without consideration of any reinvestment thereof), be sufficient to pay and
discharge when due the principal of, and premium, if any, and interest to the
Maturity on, the Notes (b) the Company has paid all other sums payable
with respect to the Notes and (c) unless the Notes are to become due and
payable at their Maturity within one year, the Trustee has received an opinion
of recognized tax counsel to the effect that such deposit and discharge will
not result in recognition by the Holders of the Notes of income, gain or loss
for federal income tax purposes (other than income, gain or loss which would
have been recognized in like amount and at a like time absent such deposit and
discharge).  Upon such discharge, the
Holders of the Notes shall no longer be entitled to the benefits of the
Indenture, except for the purposes of registration of transfer and exchange of
Notes, and shall look only to such deposited funds or obligations for payment.


 


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; subject, however,
to the provisions for the discharge of the Company from its obligations under
the Notes upon satisfaction of the conditions set forth in the preceding
paragraph and in the Indenture.


 


This Note may be redeemed at
the option of the Company on any date on or after the Initial Redemption Date
(any date fixed for such redemption being the “Redemption Date”), if any,
specified above, and prior to the Maturity Date specified above, in whole, or
from time to time in part (if so specified above), in increments of $1,000 or
integral multiples thereof (provided that any remaining principal amount shall
be an authorized denomination) at the Redemption Price, if any, specified above
or in any applicable Addendum hereto, together with accrued interest to the
Redemption Date, upon mailing a notice of such redemption not more than 60 days
nor less than 30 days prior to the Redemption Date to the Holder of this Note
at such Holder’s address appearing in the Security Register, all as provided in
the Indenture. If less than all of the Notes are to be redeemed, the Trustee
shall select, from Notes that are subject to redemption pursuant to the terms
thereof, the Note or Notes, or portion or portions thereof, to be
redeemed.  In the event of redemption of
this Note in part only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the surrender hereof.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note
is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of the
same series in authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.


 


The Notes are issuable only in
registered form without coupons and, if payable in United States dollars, only
in denominations of $1,000 and any integral multiple of $1,000 unless otherwise
specified on the face hereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of Notes
of this series of a different authorized denomination, as requested by the
Holder surrendering the same.  


 


6

















 


If (x) the
Depositary is at any time unwilling or unable, or no longer eligible under the
Indenture, to continue as depositary and a successor depositary is not
appointed by the Company within 90 days (y) the Company executes and
delivers to the Trustee and the Authenticating Agent a Company Order to the
effect that this Note shall be exchangeable or (z) an Event of Default has
occurred and is continuing with respect to the Notes, this Note shall be
exchangeable for Notes in definitive form of like tenor and of an equal
aggregate principal amount, in authorized denominations.  Such definitive Notes shall be registered in
such name or names as the Depositary shall instruct the Security
Registrar.  If definitive Notes are so
delivered, the Company may make such changes to the form of this Note as are
necessary or appropriate to allow for the issuance of such definitive Notes.


 


This Note is not subject to any
sinking fund.


 


No service charge shall be made
for any registration of transfer or exchange relating to this Note, but the
Company or Security Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


 


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


 


As provided in the Indenture,
no recourse for the payment of the principal of or interest on any Note, or for
any claim based thereon, and no recourse upon any obligation of the Company in
the Indenture or in any Note shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation.


 


All terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 


This Note shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of laws.


 


7

















 


ASSIGNMENT/TRANSFER
FORM


 


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

  
	
  Identification No.) 

  	
   

  
	
   

  
	
  (Please type
  or typewrite name and address including postal 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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE: The signature of the registered Holder 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 whatsoever.

  



 


8

















 


OPTION TO
ELECT REPAYMENT


 


The undersigned hereby
irrevocably request(s) and instruct(s) the Company to repay this Note
(or portion hereof specified below) pursuant to its terms at a price equal to
the principal amount hereof together with interest to the repayment date, to
the undersigned, at


 


	
   

  
	
  (Please print
  or typewrite name and address of the undersigned)

  



 


For this Note to be repaid, the
Paying Agent must receive at 111 Wall St., 15th Floor Window, New
York, New York 10005 Attn: 15th Floor Window or at such other place
or places of which the Company shall from time to time notify the Holder of
this Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown on the face of this Note, this Note with this “Option
to Elect Repayment” form duly completed. 
This Note must be received by the Paying Agent by 5:00 P.M., New
York City time, on the last day for the giving of such notice.


 


If less than the entire principal
amount of this Note is to be repaid, specify the portion hereof (which shall be
in an amount equal to $1,000 or an integral multiple thereof, provided that any
remaining principal amount shall be an authorized denomination) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be in an amount equal to an authorized denomination) of the Notes
to be issued to the Holder for the portion of this Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid).


 


	
  $

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: The signature on this Option to Elect Repayment must
  correspond with the name as written upon the face of this Note in every
  particular, without alteration or enlargement or any change whatever.

  
	
  Date

  	
   

  	
   

  	
   

  
					



 


9