Exhibit 4.2B


 


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.


 


	
   

  	
  PACCAR Inc

  	
   

  
	
   

  	
  Medium-Term Note, Series A

  	
   

  
	
   

  	
  (Floating Rate)

  	
   

  
	
   

  	
   

  	
   

  
	
  No.

  	
   

  	
  Principal Amount

  
	
   

  	
   

  	
  $

  
	
  CUSIP:

  	
   

  	
   

  



 


	
  ORIGINAL ISSUE DATE:

  	
   

  	
  MATURITY DATE:

  
	
   

  	
   

  	
   

  
	
  INITIAL INTEREST RATE:

  	
   

  	
  SPREAD:

  
	
   

  	
   

  	
   

  
	
  INDEX MATURITY:

  	
   

  	
  SPREAD MULTIPLIER:

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE BASIS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  o    LIBOR

  	
   

  	
  o  CMT RATE

  
	
  Designated LIBOR Page:

  	
   

  	
  o  Reuters Page FRBCMT

  
	
  o    Reuters Page LIBOR
  01

  	
   

  	
  o  Reuters Page FEDCMT:

  
	
  o    Reuters Page LIBOR
  02

  	
   

  	
  o    Weekly Average

  
	
  Designated LIBOR

  	
   

  	
  o    Monthly Average

  
	
  Currency: 
  

  	
   

  	
   

  
	
  o    Federal Funds Rate

  	
   

  	
  o Commercial Paper Rate

  
	
  o    EURIBOR

  	
   

  	
  o Prime Rate

  
	
  o    Treasury Rate

  	
   

  	
  o CD Rate

  
	
   

  	
   

  	
   

  
	
  INTEREST CATEGORY:

  	
   

  	
  DAY COUNT CONVENTION:

  
	
  o    Regular Floating Rate Note

  	
   

  	
  o    30/360 for the period

  
	
  o    Floating Rate/Fixed Rate
  Note

  	
   

  	
  from     to 

  
	
  Fixed Rate Commencement Date:

  	
   

  	
  o    Actual/360 for the period

  
	
  Fixed Interest Rate:  %

  	
   

  	
  from     to 

  
	
  o    Inverse Floating Rate Note

  	
   

  	
  o    Actual/Actual for the period

  
	
  Fixed Interest Rate:  %

  	
   

  	
  from     to 

  
	
  o    Other Floating Rate Note

  	
   

  	
   

  



 

















 


	
  MAXIMUM INTEREST RATE:

  	
   

  	
  INTEREST RESET PERIOD:

  
	
   

  	
   

  	
   

  
	
  MINIMUM INTEREST RATE:

  	
   

  	
  INTEREST PAYMENT DATES:

  
	
   

  	
   

  	
   

  
	
  INITIAL INTEREST RESET DATE:

  	
   

  	
  REGULAR RECORD DATES:

  
	
   

  	
   

  	
   

  
	
  INTEREST RESET DATES:

  	
   

  	
  ADDENDUM ATTACHED:

  
	
   

  	
   

  	
   

  
	
  INTEREST DETERMINATION DATES (if different than provided below):

  	
   

  	
  SPECIFIED CURRENCY: United States dollars unless otherwise specified
  below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·    Payments of
  principal and any premium:

  
	
   

  	
   

  	
  ·    Payments of
  interest:

  
	
   

  	
   

  	
  ·    Exchange
  Rate Agent:

  
	
  o CHECK
  IF DISCOUNT NOTE

  	
   

  	
   

  
	
   

  	
   

  	
  CALCULATION AGENT:

  
	
  Issue Price %:

  	
   

  	
   

  
	
   

  	
   

  	
  OTHER PROVISIONS:

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDER’S OPTIONAL REPAYMENT DATE(S):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INITIAL REDEMPTION DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INITIAL REDEMPTION PERCENTAGE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNUAL REDEMPTION PERCENTAGE REDUCTION:

  	
   

  	
   

  



 


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 from the most recent Interest Payment 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 shown above at the rate per
annum determined by reference to the Interest Rate Basis or Bases, if any,
specified above and in accordance with the provisions herein, until the
principal hereof is paid or made available for payment. The Company will pay
interest on the Interest Payment Dates specified above, commencing with the
Interest Payment Date immediately following the Original Issue Date specified
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 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, the first payment of interest on this Note will be made on the Interest
Payment Date following the next succeeding Regular Record Date to the Holder of
such Regular Record Date.  


 


2

















 


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, which shall be the fifteenth
calendar day (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 the normal
procedures of Citibank, N.A., as paying agent (the “Paying Agent”, which term
includes any successor paying agent under the Indenture).


 


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 will include an Addendum hereto if an
Addendum is specified under “Other Provisions” above.


 


3

















 


IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed under its corporate seal.


 


	
  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 will be repayable in whole or
in part in an amount equal to $1,000 or integral multiples thereof 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 Paying Agent) 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 will 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 will be irrevocable.  In
the event of payment of this Note in part only, a new Note for the unpaid
portion hereof will be issued in the name of the Holder hereof upon the
surrender hereof.


 


Commencing with the Interest
Reset Date specified above first following the Original Issue Date specified
above, the rate at which interest on this Note is payable will be adjusted
daily, weekly, monthly, quarterly, semi-annually or annually as shown above
under Interest Reset Period; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified above.  Each such adjusted rate will be applicable on
and after the Interest Reset Date to which it relates, to, but not including,
the next succeeding Interest Reset Date, or until Maturity, as the case may
be.  If any Interest Reset Date is not a
Business Day, such Interest Reset Date will be postponed to the next succeeding
day that is a Business Day, except, that if the Interest Rate Basis specified
above is LIBOR, and if such Business Day is in the next succeeding calendar
month, such Interest Reset Date will be the immediately preceding Business
Day.  If the Interest Rate Basis
specified above is the Treasury Rate, and if such Interest Reset Date would
otherwise be a day on which Treasury Bills (as defined below) are auctioned,
then such Interest Reset Date will be the first Business Day immediately
following such auction day.  Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note will be the rate determined in
accordance with the provisions of the applicable heading below.


 


All percentages resulting from
any calculations with respect to this Note will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point being rounded upwards; and all dollar
amounts used in or resulting from such calculations will be rounded to the
nearest cent with one-half cent being rounded upwards.


 


The interest rate borne by this
Note will be determined as follows:


 


(i)            Unless the Interest
Category of this Note is specified above as a “Floating Rate/Fixed Rate Note”
or an “Inverse Floating Rate Note” or as otherwise specified herein, this Note
will be designated as a “Regular Floating Rate Note” and, except as set forth
herein or specified above, will bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or minus
the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any, in each case as specified above.  


 


5

















 


Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note will be payable
will be reset as of each Interest Reset Date specified above; provided,
however, that the interest rate in effect for the period, if any, from the
Original Issue Date to the Initial Interest Reset Date will be the Initial
Interest Rate.


 


(ii)           If the Interest
Category of this Note is specified above as a “Floating Rate/Fixed Rate Note”,
then, except as set forth herein or specified above, this Note will bear
interest at the rate determined by reference to the applicable Interest Rate
Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied
by the Spread Multiplier, if any, in each case as specified above.  Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note will be payable will be reset as
of each Interest Reset Date; provided, however, that (y) the interest rate
in effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date will be the Initial Interest Rate and (z) the interest
rate in effect for the period commencing on the Fixed Rate Commencement Date specified
on the face hereof to the Maturity Date will be the Fixed Interest Rate
specified above or, if no such Fixed Interest Rate is specified, the interest
rate in effect hereon on the day immediately preceding the Fixed Rate
Commencement Date.


 


(iii)          If the Interest Category
of this Note is specified above as an “Inverse Floating Rate Note”, then,
except as set forth herein or specified above, this Note will bear interest at
the Fixed Interest Rate minus the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if
any, and/or (b) multiplied by the Spread Multiplier, if any, in each case
as specified above; provided, however, that, unless otherwise specified above
or herein, the interest rate hereon will not be less than zero.  Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note will be payable will be reset as
of each Interest Reset Date; provided, however, that the interest rate in
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date will be the Initial Interest Rate.


 


Determination
of CD Rate.  If
the Interest Reset Basis specified above is the CD Rate, the interest rate with
respect to this Note will be the CD Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified above.  “CD Rate” means, with respect to any Interest
Determination Date, the rate on such date for negotiable United States dollar
certificates of deposit having the Index Maturity specified above as published
in H.15(519) (as defined below) under the caption “CDs (secondary market)” or,
if not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the CD Rate will be the
rate on such Interest Determination Date for negotiable United States dollar
certificates of deposit of the Index Maturity specified above as published in
H.15 Daily Update (as defined below), or other recognized electronic source
used for the purpose of displaying the applicable rate, under the caption “CDs
(secondary market)”.  If such rate is not
yet published in H.15(519), H.15 Daily Update or other recognized electronic
source by 3:00 P.M., New York City time, on the Calculation Date (as defined
below) pertaining to such Interest Determination Date, then the CD Rate on such
Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of 10:00 A.M.,
New York City time, on such Interest Determination Date, of three leading
non-bank dealers in negotiable United States dollar certificates of deposit in
The City of New York selected by the Calculation Agent for negotiable United
States dollar certificates of deposit of major United States money center banks
for negotiable United States dollar certificates of deposit with a remaining
maturity closest to the Index Maturity specified above in an amount that is
representative for a single transaction in that market at that time; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the CD Rate determined as of such
Interest Determination Date will be the CD Rate in effect on such Interest Determination
Date.


 


“H.15(519)” means the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Board of Governors of the Federal Reserve System.


 


“H.15 Daily Update” means the
daily update of H.15(519), available through the world-wide-web site of the
Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor site or
publication.


 


Determination
of CMT Rate.  If
the Interest Reset Basis specified above is the CMT Rate, the interest rate
with respect to this Note will be the CMT Rate plus or minus the Spread, if
any, or multiplied by the Spread Multiplier, if any, as specified above.  “CMT Rate” means with respect to any Interest
Determination Date:


 


6

















 


(i)            If Reuters Page FRBCMT
is specified above, the percentage equal to the yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified
above as published in H.15(519) opposite the caption “Treasury constant
maturities”, as the yield is displayed on Reuters page FRBCMT (“Reuters Page FRBCMT”),
for such Interest Determination Date.  If
such rate does not appear on Reuters Page FRBCMT, the CMT Rate on such
Interest Determination Date will be the percentage equal to the yield for
United States Treasury securities at “constant maturity” having the Index
Maturity specified above and for such Interest Determination Date as published
in H.15(519) opposite the caption “Treasury constant maturities”.  If such rate does not appear in H.15(519),
the CMT Rate on such Interest Determination Date will be the rate on such
Interest Determination Date for the period of the Index Maturity specified
above as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate which would otherwise
have been published in H.15(519).  If the
Board of Governors of the Federal Reverse System or the United States
Department of the Treasury does not publish a yield on United States Treasury
securities at “constant maturity” having the Index Maturity specified above for
such Interest Determination Date, the CMT Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be a yield-to-maturity
based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on such Interest
Determination Date of three leading primary United States government securities
dealers in The City of New York (each, a “Reference Dealer”) selected by the
Calculation Agent from five Reference Dealers 
and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)  for United States Treasury
securities with an original maturity equal to the Index Maturity specified
above, a remaining term to maturity no more than one year shorter than the
Index Maturity specified above and in a principal amount that is representative
for a single transaction in such securities in such market at such time.  If fewer than five but more than two such
prices are provided as requested, the CMT Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be based on the
arithmetic mean of the bid prices obtained and neither the highest nor the
lowest of such quotations will be eliminated. 
If fewer than three prices are provided as requested, the CMT Rate on
such Interest Determination Date will be calculated by the Calculation Agent
and will be a yield-to-maturity based on the arithmetic mean of the secondary
market bid prices as of approximately 3:30 P.M., New York City time, on
such Interest Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest) for United States Treasury securities with an original maturity greater
than the Index Maturity specified above, a remaining term to maturity closest
to the Index Maturity specified above, and in a principal amount that is
representative for a single transaction in such securities in such market at
such time.  If fewer than five but more
than two such prices are provided as requested, the CMT Rate on such Interest
Determination Date will be calculated by the Calculation Agent and will be
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotations will be eliminated; provided, however, that if
fewer than three such prices are provided as requested, the CMT Rate determined
as of such Interest Determination Date will be the CMT Rate in effect on such
Interest Determination Date. If two such United States Treasury securities with
an original maturity greater than the Index Maturity specified above have
remaining terms to maturity equally close to the Index Maturity specified
above, the quotes for the Treasury security with the shorter original term to
maturity will be used.


 


(ii)           If Reuters Page FEDCMT
is specified above, the percentage equal to the one-week or one-month, as
specified above, average yield for United States Treasury securities at “constant
maturity” having the Index Maturity specified above as published in H.15(519)
opposite the caption “Treasury constant maturities”, as such yield is displayed
on Reuters page FEDCMT (“Reuters Page FEDCMT”), for the week or
month, as applicable, ended immediately preceding the week or month, as
applicable, in which such Interest Determination Date falls.  If such rate does not appear on Reuters Page FEDCMT,
the CMT Rate on such Interest Rate Determination Date will be the percentage
equal to the one-week or one-month, as specified above, average yield for
United States Treasury securities at “constant maturity” having the Index
Maturity specified above and for the week or month, as applicable, preceding
such Interest Determination Date as published in H.15(519) opposite the caption
“Treasury constant maturities”.  If such
rate does not appear in H.15(519), the CMT Rate on such Interest Determination
Date will be the one-week or one-month, as specified above, average yield for
United States Treasury securities at “constant maturity” having the Index
Maturity specified above as otherwise announced by the Federal Reserve Bank of
New York for the week or month, as applicable, ended immediately preceding the
week or month, as applicable, in which such Interest Determination Date
falls.  


 


7

















 


If the Federal Reserve Bank of
New York does not publish a one-week or one-month, as specified above, average
yield on United States Treasury securities at “constant maturity” having the
Index Maturity specified above for the applicable week or month, the CMT Rate
on such Interest Determination Date will be calculated by the Calculation Agent
and will be a yield-to-maturity based on the arithmetic mean of the secondary
market bid prices at approximately 3:30 P.M., New York City time, on such
Interest Determination Date of three Reference Dealers selected by the Calculation
Agent from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest) for United States Treasury securities with an original maturity equal
to the Index Maturity specified above, a remaining term to maturity of no more
than one year shorter than the Index Maturity specified above and in a
principal amount that is representative for a single transaction in such
securities in such market at such time. 
If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such Interest Determination Date will be calculated
by the Calculation Agent and will be based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of such quotations will
be eliminated.  If fewer than three
prices are provided as requested, the CMT Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be a yield-to-maturity
based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on such Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest) for
United States Treasury securities with an original maturity greater than the
Index Maturity specified above, a remaining term to maturity closest to the
Index Maturity specified above and in a principal amount that is representative
for a single transaction in such securities in such market at such time.  If fewer than five but more than two such
prices are provided as requested, the CMT Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be based on the
arithmetic mean of the bid prices obtained and neither the highest or the
lowest of such quotations will be eliminated; provided, however, that if fewer
than three such prices are provided as requested, the CMT Rate determined as of
such Interest Determination Date will be the CMT Rate in effect on such
Interest Determination Date.  If two
United States Treasury securities with an original maturity greater than the
Index Maturity specified above have remaining terms to maturity equally close
to the Index Maturity specified above, the quotes for the United States
Treasury security with the shorter original remaining term to maturity will be
used.


 


“Reuters page” means the
display on the Reuters 3000 Xtra Service, or any successor service, on the page or
pages specified in this Note, or any replacement page or pages on
that service.


 


Determination
of Commercial Paper Rate.  If the Interest Rate Reset Basis specified
above is the Commercial Paper Rate, the interest rate with respect to this Note
will be the Commercial Paper Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified above.  “Commercial Paper Rate” means, with respect
to any Interest Determination Date, the Money Market Yield (as defined below)
of the rate on such Interest Determination Date for commercial paper having the
Index Maturity specified above as published in H.15(519) under the caption “Commercial
Paper-Nonfinancial”.  In the event that
such rate is not published by 3:00 P.M., New York City time, on the
Calculation Date  pertaining to such
Interest Determination Date, then the Commercial Paper Rate will be the rate on
such Interest Determination Date for commercial paper having the Index Maturity
specified above as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption “Commercial Paper-Nonfinancial.” 
If by 3:00 P.M., New York City time, on such Calculation Date such
rate is not yet published in either H.15(519), H.15 Daily Update or other recognized
electronic source, the Commercial Paper Rate for such Interest Determination
Date will be calculated by the Calculation Agent and will be the Money Market
Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.,
New York City time, on that Interest Determination Date, of three leading
dealers of United States dollar commercial paper in The City of New York
selected by the Calculation Agent for commercial paper having the Index
Maturity specified above placed for industrial issuers whose bond rating is “AA,”
or the equivalent, from a nationally recognized statistical rating
organization; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate determined as of such Interest Determination Date will be
the Commercial Paper Rate in effect on such Interest Determination Date.


 


8

















 


“Money Market Yield” means a
yield (expressed as a percentage) calculated in accordance with the following
formula:


 


	
  Money Market Yield =

  	
  D x 360

  	
   x 100

  
	
  360 – (D X M)

  



 


where “D” refers to the applicable per annum
rate for commercial paper, quoted on a bank discount basis and expressed as a
decimal; and “M” refers to the actual number of days in the interest period for
which interest is being calculated.


 


Determination
of Federal Funds Rate. 
If the Interest Rate Basis specified above is the Federal Funds Rate,
the interest rate with respect to this Note will be the Federal Funds Rate plus
or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above.  “Federal Funds Rate”
means, with respect to any Interest Determination Date, the rate on that day
for United States dollar federal funds as published in H.15(519) opposite the
caption “Federal funds (effective)” as displayed on Reuters page FEDFUNDS1
under the heading “EFFECT” or, if such rate does not appear by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption “Federal funds (effective).” If such rate does not appear on
Reuters Page FEDFUNDS1 and is not yet published in H.15(519), H.15 Daily
Update or other recognized electronic source by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate for such Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight United States dollar federal funds arranged by
three leading brokers of United States dollar federal funds transactions in The
City of New York selected by the Calculation Agent prior to 9:00 A.M., New
York City time, on such Interest Determination Date; provided, however, that if
the brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate will be the Federal Funds
Rate determined as of such Interest Determination Date in effect on such
Interest Determination Date.


 


Determination
of LIBOR.  If
the Interest Rate Basis specified above is LIBOR, the interest rate with
respect to this Note will be LIBOR plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified above.  “LIBOR” will be determined by the Calculation
Agent in accordance with the following provisions:


 


With respect to any Interest
Determination Date, LIBOR means: (i) the rate for deposits in the
Designated LIBOR Currency (as defined below) having the Index Maturity
specified above commencing on the Interest Reset Date immediately following
such Interest Determination Date that appears on the Designated LIBOR Page (as
defined below) as of 11:00 A.M., London time, on that Interest
Determination Date, or (ii) if the rate referred to in clause (i) does
not appear on the Designated LIBOR Page, the Calculation Agent shall request
the principal London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the Designated
LIBOR Currency for the period of the Index Maturity specified above, commencing
on the Interest Reset Date immediately following such Interest Determination
Date, to prime banks in the London interbank market at approximately 11:00 A.M.,
London time, on such Interest Determination Date and in a principal amount that
is representative for a single transaction in such Designated LIBOR Currency in
that market at that time.  If at least
two such quotations are provided, then LIBOR on such Interest Determination
Date will be the arithmetic mean of such quotations and calculated by the
Calculation Agent.  If fewer than two
such quotations are provided, then LIBOR on such Interest Determination Date will
be the arithmetic mean calculated by the Calculation Agent of the rates quoted
at approximately 11:00 A.M., in the applicable Principal Financial Center
(as defined below), on such Interest Determination Date by three major banks
(which may include the agents or their affiliates) in such Principal Financial
Center selected by the Calculation Agent for loans in the Designated LIBOR
Currency to leading European banks, having the Index Maturity specified above
commencing on the Interest Reset Date immediately following the applicable
Interest Determination Date, and in a principal amount that is representative
for a single transaction in such Designated LIBOR Currency in such market at
such time, or (iii) if the banks so selected by the Calculation Agent are
not quoting as mentioned in clause (ii) above, LIBOR in effect on the
applicable Interest Determination Date.


 


9

















 


“Designated LIBOR Currency”
means the currency specified above as the currency for which LIBOR will be
calculated.  If no such currency is
specified above, the Designated LIBOR Currency will be United States dollars.


 


“Designated LIBOR Page” means
the display on Reuters page LIBOR01 or LIBOR02, as specified above, for
the purpose of displaying the London interbank rates of major banks for the
Designated LIBOR Currency.


 


“Principal Financial Center”
means (1)  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, or (2) the capital city of the country to which the
Designated LIBOR Currency relates, except that with respect to United States
dollars, Australian dollars, Canadian dollars, Euros, South African rand and
Swiss francs, the “Principal Financial Center” will be The City of New York,
Sydney, Toronto, London (solely in the case of the Designated LIBOR Currency),
Johannesburg and Zurich, respectively.


 


Determination
of EURIBOR.  If
the Interest Rate Basis specified above is EURIBOR, the interest rate with
respect to this Note will be EURIBOR plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified above.  “EURIBOR” means, with respect to any Interest
Determination Rate, the rate for deposits in Euros as sponsored, calculated and
published jointly by the European Banking Federation and ACI-The Financial
Market Association, or any company established by the joint sponsors for
purposes of compiling and publishing those rates, having the Index Maturity
specified above, commencing on the applicable Interest Reset Date, that appears
on Reuters page EURIBOR01 (“Reuters Page EURIBOR01”) as of 11:00 a.m.,
Brussels time, on such Interest Determination Date; or if no such rate appears
on Reuters Page EURIBOR01, or is not so published by 11:00 a.m.,
Brussels time, on such Interest Determination Date, the rate calculated by the
Calculation Agent as the arithmetic mean of at least two quotations obtained by
the Calculation Agent after requesting the principal Euro-zone (as defined
below) offices of four major banks in the Euro-zone interbank market, in the
European interbank market, to provide the Calculation Agent with its offered
quotation for deposits in Euros for the period of the Index Maturity specified
above commencing on the applicable Interest Reset Date, to prime banks in the
Euro-zone interbank market at approximately 11:00 a.m., Brussels time, on
such Interest Determination Date and in a principal amount not less than the
equivalent of United States $1,000,000 in Euros that is representative for a
single transaction in Euros in such market at such time; or if fewer than two
quotations so provided, the rate on such Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the
rates quoted at approximately 11:00 a.m., Brussels time, on such Interest
Determination Date by four major banks in the Euro-zone for loans in Euro to
leading European banks, having the Index Maturity specified above, commencing
on the applicable Interest Reset Date and in principal amount not less than the
equivalent of United States $1,000,000 in Euros that is representative for a
single transaction in Euros in such market at such time; or if the banks so
selected by the Calculation Agent are not quoting as mentioned above, EURIBOR
in effect on the applicable Interest Determination Date.


 


“Euro-zone” means the region
comprised of member states of the European Union that adopt the single currency
in accordance with the relevant treaty of the European Union, as amended.


 


Determination
of Prime Rate. 
If the Interest Rate Basis specified above is the Prime Rate, the
interest rate with respect to this Note will be the Prime Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above.  “Prime Rate” means,
with respect to any Interest Determination Date, the rate on such Interest
Determination Date as published in H.15(519) opposite the caption “Bank prime
loan.”  If such rate is not published by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Prime Rate for such Interest Determination
Date will be the rate published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate under
the caption “Bank prime loan.”  If such
rate is not published by 3:00 P.M., New York City time, in H.15(519), H.15
Daily Update or such other recognized electronic source on the related
Calculation Date, the Prime Rate for such Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on Reuters page US
PRIME 1 as such bank’s prime rate or base lending rate as of 11:00 A.M.,
New York City time, on such Interest Determination Date, or, if fewer than four
such rates appear by 3:00 P.M., New York City time, on the related
Calculation Date on Reuters page US PRIME 1 for such Interest
Determination Date, the rate will be calculated by the Calculation Agent and
will be the arithmetic mean of the prime rates or base lending rates quoted on
the basis of the actual number of days in the year divided by a 360-day year as
of the close of business on such Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent; provided,
however, that if the banks so selected by the Calculation Agent are not quoting
as mentioned in this sentence, the Prime Rate with respect to such Interest
Determination Date will be the Prime Rate in effect on such Interest
Determination Date.


 


10

















 


Determination
of Treasury Rate. 
If the Interest Rate Basis specified above is the Treasury Rate, the
interest rate with respect to this Note will be the Treasury Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above.  “Treasury Rate” means,
with respect to any Interest Determination Date, the rate from the auction held
on such Interest Determination Date (the “Auction”) of direct obligations of
the United States (“Treasury Bills”) having the Index Maturity specified above
as published under the caption “INVEST RATE” on Reuters page USAUCTION 10
(“Reuters Page US AUCTION 10”) or Reuters page USAUCTION 11 (“Reuters
Page USAUCTION 11”) or if such rate does not appear on Reuters Page USAUCTION
10 or USAUCTION 11 by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Bond Equivalent Yield
(as defined below) of the auction rate of such Treasury Bills announced by the
United States Department of the Treasury. 
In the event that such auction rate is not so announced by the United
States Department of the Treasury by 3:00 P.M., New York City time, on
such Calculation Date, or if the Auction is not held, the Treasury Rate on such
Interest Determination Date will be the Bond Equivalent Yield of the rate on
such Interest Determination Date of Treasury Bills having a remaining maturity
closest to the Index Maturity specified above as published in H.15(519) under
the caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or if
such rate is not published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Interest Determination Date of such
Treasury Bills having a remaining maturity closest to the Index Maturity
specified above as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the rate, under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market”.  If such rate is not published in H.15(519),
H.15 Daily Update, or other recognized electronic source by 3:00 P.M., New
York City time, on such Calculation Date, the Treasury Rate on such Interest
Determination Date will be calculated by the Calculation Agent and will be the
Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates,
as of approximately 3:30 P.M., New York City time, on such Interest
Determination Date, of three primary United States government securities
dealers selected by the Calculation Agent, for the issue of Treasury Bills with
a remaining maturity closest to the Index Maturity specified above; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Treasury Rate determined as of
such Interest Determination Date will be the Treasury Rate in effect on such
Interest Determination Date.


 


“Bond Equivalent Yield” means a
yield (expressed as a percentage) calculated in accordance with the following
formula:


 


	
  Bond Equivalent Yield =

  	
  D x N

  	
   x 100

  
	
  360 — (D x M)

  



 


where “D” refers to the applicable per annum
rate for Treasury Bills quoted on a bank discount basis and expressed as a
decimal, N refers to 365 or 366, as the case may be, and “M” refers to the actual
number of days in the applicable interest period for which interest is being
calculated.


 


Notwithstanding the
determination of the interest rate as provided above, the interest rate on this
Note for any interest period will not be greater than the Maximum Interest
Rate, if any, or less than the Minimum Interest Rate, if any, specified
above.  The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States law of general application.  The Calculation Agent will calculate the
interest rate on this Note in accordance with the foregoing on or before each
Calculation Date.


 


The “Calculation Date,” where
applicable, pertaining to an Interest Determination Date is the earlier of (i) the
tenth calendar day after such Interest Determination Date or if any such day is
not a Business Day, the next succeeding Business Day or (ii) the Business
Day immediately preceding the applicable Interest Payment Date or Maturity, as
the case may be.


 


11

















 


The Paying Agent will notify
the Company of each determination of the interest rate applicable to this Note
promptly after such determination is made by the Calculation Agent.  The Paying Agent will, upon the request of
the Holder of this Note, provide the interest rate then in effect and, if
determined, the interest rate which will become effective as a result of a
determination made with respect to the most recent Interest Determination Date
with respect to this Note.  The Paying
Agent will not be responsible for determining the interest rate applicable to
this Note.


 


If any Interest Payment Date
specified above, other than an Interest Payment Date on the Maturity, would
otherwise be a day that is not a Business Day, such Interest Payment Date will
be postponed to the next day that is a Business Day, and interest will continue
to accrue, except that if the Interest Rate Basis specified above is LIBOR, and
if such Business Day is the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding Business Day.  If the Maturity of this Note falls on a day
that is not a Business Day, the payment of principal, premium, if any, and interest
will be made on the next succeeding Business Day, and no interest on such
payment will accrue for the period from and after Maturity.  “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 above, of the country issuing the
Specified Currency or, if the Specified Currency is Euro, the day is also a
TARGET business day.  A “TARGET business
day” is any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (TARGET) System is open; provided, further, that,
with respect to notes as to which LIBOR is an applicable Interest Rate Basis,
the day is also a London Banking Day.  “London
Banking Day” means a day on which commercial banks are open for business,
including dealings in the Designated LIBOR Currency in London.


 


If the Interest Rate Basis
specified above is the CD Rate, the CMT Rate or the Commercial Paper Rate, the
Interest Determination Date pertaining to an Interest Reset Date will be the
second Business Day next preceding such Interest Reset Date.  If the Interest Rate Basis specified above is
the Federal Funds Rate or the Prime Rate, the Interest Determination Date pertaining
to an Interest Reset Date will be the Interest Reset Date.  If the Interest Rate Basis specified above is
LIBOR, the Interest Determination Date pertaining to an Interest Reset Date
will be the second London Banking Day next preceding the Interest Reset
Date.  If the Interest Rate Basis
specified above is EURIBOR, the Interest Determination Date pertaining to an
Interest Reset Date will be the second TARGET business day preceding each
Interest Reset Date.  If the Interest
Rate Basis specified above is the Treasury Rate, the Interest Determination
Date pertaining to an Interest Reset Date will be the day of the week in which
such Interest Reset Date falls on which Treasury Bills of the Index Maturity
specified above are normally auctioned. 
Treasury Bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is normally held
on the following Tuesday, except that such auction may be held on the preceding
Friday; provided, however, that if an auction is held on the Friday of the week
preceding the Interest Reset Date, the Interest Determination Date will be the
preceding Friday; and provided, further, that if an auction falls on any
Interest Reset Date, then such Interest Reset Date will instead be the first
Business Day following the auction.  If
the interest rate of this Note is determined with reference to two or more
interest rate bases, the Interest Determination Date pertaining to this Note
will be the latest Business Day which is at least two Business Days prior to
the Interest Reset Date on which each Interest Rate Basis will be
determinable.  Each Interest Rate Basis
will be determined on such date and the applicable interest rate will take
effect on the related Interest Reset Date.


 


Interest payments on this Note
will include accrued interest from and including the Original Issue Date or
from and including the immediately preceding Interest Payment Date in respect
of which interest has been paid, as the case may be, to, but excluding, the
Interest Payment Date or Maturity, as the case may be.  Accrued interest will be calculated by
multiplying the principal amount of this Note by an accrued interest
factor.  The accrued interest factor will
be computed by adding the interest factors calculated for each day in the
period for which accrued interest is being calculated.  The interest factor (expressed as a decimal)
for each such day will be computed by dividing the interest rate applicable to
such day by 360, if the Interest Rate Basis specified above is the CD Rate,
Commercial Paper Rate, Federal Funds Rate, LIBOR, EURIBOR or the Prime Rate, or
by the actual number of days in the year if the Interest Rate Basis specified
above is the CMT Rate or the Treasury Rate. If two or more Interest Rate Bases
are specified above, the interest factor will be calculated in each period in
the same manner as if only one of the applicable Interest Rate Bases
applied.  


 


12

















 


The interest factor for each
such day shall be computed by dividing the interest rate applicable to such day
by 360, if the Day Count Convention specified above is “Actual/360” for the
period specified thereunder or by the actual number of days in the year if the
Day Count Convention specified above is “Actual/Actual” for the period
specified thereunder.


 


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.


 


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.


 


If an Event of Default (as
defined in the Indenture) with respect to the Notes shall occur and be
continuing, the unpaid 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”.


 


13

















 


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.


 


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 and 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.  


 


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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 shall 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.  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 the 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.


 


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ASSIGNMENT/TRANSFER
FORM


 


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 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.

  



 


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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 equal to 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).


 


	
  $

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  
					



 


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