Exhibit 4.1


 


[Face of Note]


 


	
  Registered No. 1

  	
   

  	
  PEPSIAMERICAS, INC.

  	
   

  	
  CUSIP No.

  



 


          % Note due                     


(Fixed Rate)


 


If this Note is a
Book-Entry Note, the registered owner of this Note (as indicated below) is The
Depository Trust Company (the “Depository”) or a nominee of the Depository, and
the following legend is applicable: Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co., or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.


 


The following
summary of terms is subject to the information set forth on the reverse hereof:


 


	
  Principal Amount and
  Currency or Currency Unit:

  U.S. $ 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Denominations

  (If other than U.S. Dollars or
  the U.S. Dollar denominations set forth on the reverse): N.A.

  	
   

  	
  Form:

  	
  Book-Entry:  ý

  Certificated:  o

  
	
   

  	
   

  	
   

  
	
  Option to receive payments
  in specified currency:

  	
   

  	
  Exchange Rate Agent: N.A.

  
	
  Yes:  o

  	
  No:  ý

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Issue Date:

  	
   

  	
  Stated Maturity Date:

  
	
   

  	
   

  	
   

  
	
  Interest Rate:% per annum

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Payment Date(s):

                       and                     , commencing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Record Date(s):
                  
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Redemption Date(s) (option
  of the Company): At any time on or after the Issue Date

  	
   

  	
  Redemption Price(s): The
  greater of (i) 100% of the principal amount of this Note to be redeemed, and
  (ii) as determined by an Independent Investment Banker, the sum of the
  present values of the remaining scheduled payments of principal of this Note
  to be redeemed plus interest thereon from the Redemption Date (exclusive of
  interest payable on such Redemption Date) through the Stated Maturity Date,
  discounted to the Redemption Date on a semiannual basis (assuming a 360-day
  year consisting of twelve 30-day months) at the Treasury Rate plus      %.

  
	
   

  	
   

  	
   

  
	
  Minimum Denomination:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Repayment Date(s) (option
  of the Holder): N.A.

  	
   

  	
  Repayment Price(s): N.A.

  
	
   

  	
   

  	
   

  
	
  Notice Period: Not less
  than 30 nor more than 60 days

  	
   

  	
   

  
					



 

















 


	
  Sinking Fund: 

  	
  Yes: o

  	
  No: ý

  	
   

  	
  Optional extension of
  stated maturity date:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Yes: o

  	
  No: ý

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amortizing Note:

  	
  Yes: o

  	
  No: ý

  	
   

  	
   

  
	
   

  	
   

  	
  Extension Period: N.A.

  Number of Extension Periods:
  N.A.
Final Maturity Date: N.A.

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount
  Security:

  	
   

  	
  Other Provisions: N.A.

  
	
   

  	
  Yes: o

  	
  No: ý

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Amount of OID:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Yield to Maturity:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initial Accrual Period
  OID:

  	
   

  	
   

  
									



 


2

















 


PEPSIAMERICAS,
INC., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company,” which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, the Principal
Amount specified above (any currency or currency unit other than U.S. dollars
being hereinafter referred to as a “Specified Currency”) on the Stated Maturity
Date specified above, and to pay interest thereon from and including the Issue
Date specified above or from and including the most recent Interest Payment
Date specified above to which interest on this Note (or any predecessor Note) has
been paid or duly provided for, as the case may be, to but excluding the
relevant Interest Payment Date or redemption date, as applicable.


 


Interest will be
paid on the Interest Payment Date or Dates specified above, commencing with the
first such Interest Payment Date next succeeding the Issue Date specified above
(except as provided below), at the rate per annum specified above, until the
principal hereof is paid or made available for payment; provided that,
unless the Holder hereof is entitled to make, and has made, a Specified
Currency Payment Election (as hereinafter defined) with respect to one or more
such payments, the Company will make all such payments in U.S. dollars in
amounts determined as set forth herein. 
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Holder of this Note (or one or more predecessor Notes) at the close of business
on the Record Date specified above immediately preceding such Interest Payment
Date.  The first payment of interest on
any Note originally issued between a Record Date and the next Interest Payment
Date will be made on the Interest Payment Date following the next succeeding
Record Date to the Holder on such next succeeding Record Date.  Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Record Date and may either
be paid to the Holder of this Note (or one or more predecessor Notes) at the
close of business on a subsequent record date fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to Holders
not less than 15 days prior to such subsequent record date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.


 


If this Note is a
Book-Entry Note as specified above, while this Note is represented by one or
more Book-Entry Notes registered in the name of the Depository or its nominee,
the Company will cause payments of principal of, and any premium and interest
on, this Note to be made to the Depository or its nominee, as the case may be,
by wire transfer of immediately available funds, in the funds and in the manner
required by agreements with, or regulations or procedures prescribed from time
to time by, the Depository or its nominee, and otherwise in accordance with
such agreements, regulations and procedures. 
If this Note is a Book-Entry Note as specified above, the following
legend is applicable except as specified on the reverse hereof: THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR.


 


If this Note is a
certificated Note as specified above, payments of the principal of, and any
premium and interest on, this Note will be made in immediately available funds
if this Note is surrendered at the principal corporate trust office of the
Trustee in Minneapolis, Minnesota, provided that this Note is presented
to the Trustee in time for the Trustee to make such payment in such funds in
accordance with its normal procedures.  A
Holder of $10,000,000 or more in aggregate principal amount of Notes
denominated and payable in U.S. dollars and having the same Interest Payment
Date shall be entitled to receive such payments by wire transfer of immediately
available funds to an account maintained by such Holder with a bank located in
the United States, provided that the Holder shall have provided in
writing to


 


3

















 


the Trustee, on or prior to the relevant Record Date, appropriate
payment instructions.  The Company will
pay any administrative costs imposed by banks in connection with making payments
by wire transfer, but not any tax, assessment or governmental charge imposed
upon the Holder of this Note.


 


Payment of the
principal of, and any premium and interest on, this Note shall be made in such
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public debts: provided that, if this
Note is denominated in a Specified Currency, the Holder hereof is entitled to
make, and has made, a Specified Currency Payment Election with respect to such
payments, the Exchange Rate Agent is able to convert such payments as provided
below and the Specified Currency is not unavailable due to the imposition of
exchange controls or other circumstances beyond the control of the Company,
then (i) the payment of interest on this Note will be made in the Specified
Currency (or, if such Specified Currency is not at the time of such payment
legal tender for the payment of public and private debts, in such other coin or
currency of the country which issued such Specified Currency as at the time of
such payment is legal tender for the payment of such debts) by check drawn on a
bank office located outside the United States and mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register
and (ii) the payment of principal, and any premium and interest, due at
Maturity will be made in such Specified Currency (or, if applicable, such other
currency or currencies) by wire transfer of immediately available funds to an
account maintained by the holder hereof with a bank office located in the
country which issued the Specified Currency (or, in the case of Euros,
Brussels), as shall have been designated at least fifteen days prior to
Maturity by the Holder, upon presentation of this Note to the Trustee (or a
duly authorized paying agent) in time for such wire transfer to be made by the
Trustee (or such paying agent) in accordance with its normal procedures.  Unless otherwise specified above, if this
Note is denominated in a Specified Currency the Holder hereof may elect to
receive payments of principal, and any premium and interest, in such Specified
Currency (a “Specified Currency Payment Election”) by delivery of a written
request (including, in the case of an election with respect to payments at
Maturity, appropriate wire transfer instructions) to the Trustee at its
principal corporate trust office referred to above on or prior to the relevant
Record Date or the fifteenth day prior to Maturity, as the case may be.  Such request may be in writing (mailed or
hand delivered) or by cable, telex or other form of facsimile
transmission.  The Holder may elect to
receive payment in the Specified Currency for all principal, premium and
interest payments and need not file a separate election for each payment.  Such election shall remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the relevant Record
Date or at least fifteen days prior to Maturity, as the case may be.


 


If a Specified
Currency is not available for the payment of principal of, or any premium or
interest on, this Note due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of this Note by making payment in U.S.
dollars on the basis of the Market Exchange Rate on the second Business Day
prior to such payment, or if such Market Exchange Rate is not then available,
on the basis of the most recently available Market Exchange Rate or as
otherwise specified above.  Any payment
made under such circumstances in U.S. dollars where the required payment is in
other than U.S. dollars will not constitute an Event of Default under the Indenture.


 


If payment in
respect of this Note is required to be made in any currency unit, and such
currency unit is unavailable due to the imposition of exchange controls or
other circumstances beyond the control of the Company, then the Company will be
entitled, but not required, to make any payments in respect of this Note in
U.S. dollars until such currency unit is again available.  The amount of each payment in U.S. dollars
will be computed on the basis of the equivalent of the currency unit in U.S. dollars,
which will be determined by the Company or its agent on the following
basis.  The component currencies of the
currency unit for this purpose (the “Component Currencies” or, individually, a “Component
Currency”) will be the currency amounts that were components of the currency
unit as of the last day of which the


 


4

















 


currency unit was used.  The
equivalent of the currency unit in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of the Components Currencies.  The U.S. dollar equivalent of each of the
Component Currencies will be determined by the Company or such agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency or as otherwise specified above.


 


If the official
unit of any Component Currency is altered by way of combination or subdivision,
the number of units of the currency as a Component Currency will be divided or
multiplied in the same proportion.  If two
or more Component Currencies are consolidated into a single currency, the
amounts of whose currencies as Component Currencies will be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency.  If any Component Currency is divided into two
or more currencies, the amount of the original Component Currency will be
replaced by the amounts of such two or more currencies, the sum of which will
be equal to the amount of the original Component Currency.


 


All determinations
referred to above made by the Company or its agent (including the Exchange Rate
Agent) will be at the Company’s sole discretion and will, in the absence of
manifest error, be conclusive for all purposes and binding on the Holder of
this Note.


 


REFERENCE IS
HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH AT THIS PLACE.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof, or its successor as Trustee, or its Authenticating
Agent, by manual signature of an authorized signatory, this Note will not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


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


 


	
  Dated:

  	
   

  
	
   

  	
  PEPSIAMERICAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its: 

  	
  Executive Vice President and Chief Financial 

  
	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
  Its: 

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
  This is one of the
  Securities of the series designated

  	
   

  	
   

  
	
  herein issued under the
  within-mentioned Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WELLS FARGO BANK, NATIONAL
  ASSOCIATION,

  	
   

  	
   

  
	
  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  
						



 


5

















 


[Reverse of Note]


 


PEPSIAMERICAS, INC.


 


          %
Note due                     


 


SECTION 1.           General.  This Note is one of a duly
authorized issue of debt securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of
August 15, 2003 (herein called the “Indenture”), between the Company and Wells
Fargo Bank, National Association, 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 Securities of the series designated as the “          %
Notes due                    ”
(the “Notes”).  The Company may, without
the consent of any of the holders of the Note, create and issue additional debt
securities so that those additional debt securities will form a single series
with the Note.


 


SECTION 2.           Payments.  Interest on this Note will be
payable on the Interest Payment Date or Interest Payment Dates as specified on
the face hereof and, in either case, at Maturity.


 


Unless otherwise specified on the face hereof, payments on this Note
with respect to any Interest Payment Date or Maturity will include interest
accrued from and including the Issue Date, or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, to but excluding such Interest Payment Date or Maturity.  Unless otherwise specified on the face
hereof, interest on this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months.


 


Unless otherwise specified on the face hereof, if this Note is an
Amortizing Note, payments with respect to this Note will be applied first to
interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.  If this Note is
an Amortizing Note, a table setting forth repayment information in respect to
this Note will be set forth on the face hereof.


 


All percentages resulting from any calculation 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
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Note will be rounded to the nearest cent or, if this Note
is denominated in one or more currencies or currency units other than U.S.
dollars, the nearest unit (with one-half cent or five one-thousandths of a unit
being rounded upward).


 


If this Note is denominated in a Specified Currency, unless the Holder
hereof is entitled to make, and has made, a Specified Currency Payment Election
with respect to such payments as provided on the face hereof, the Holder of
this Note shall receive payment of principal, and any premium and interest, in
U.S. dollars at an exchange rate based on the highest bid quotation in The City
of New York received by the Exchange Rate Agent (who, unless otherwise specified
on the face hereof, will be the Trustee) at approximately 11:00 A.M., New York
City time, on the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the
Company for the purchase by the quoting dealer of the Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of
such Specified Currency payable to all Holders of Securities of this Series
denominated in a Specified Currency and scheduled to receive U.S. dollar
payments on such payment date and at which the applicable dealer commits to
execute a contract.  If three such bid
quotations are not


 


6

















 


available, payments will be made in the
Specified Currency.  All currency
exchange costs will be borne by the Holder of this Note by deductions from such
payments.


 


“Business Day” means any day other than a Saturday or Sunday and other
than a day on which banking institutions in New York, New York or Minneapolis,
Minnesota are authorized or obligated by law or executive order to close.  If an Interest Payment Date or Maturity for
this Note falls on a day that is not a Business Day, payment of principal, and
any premium or interest, to be made on such day with respect to this Note will
be made on the next day that is a Business Day with the same force and effect
as if made on the due date, and no additional interest will be payable on the
date of payment for the period from and after the due date as a result of such
delayed payment.


 


“Euro” means the lawful currency of the participating member states of
the European Union that adopted a single currency in accordance with the treaty
establishing the European Comity as amended by the Treaty on European Union
signed February 7, 1992.


 


SECTION 3.           Redemption.  This Note will be redeemable
at the option of the Company prior to the Stated Maturity Date only if one or
more Redemption Dates is specified on the face hereof.  If so specified, this Note will be subject to
redemption at the option of the Company on the Redemption Date (or during any
such range of dates) in whole or from time to time in part in increments of
$1,000 or the minimum denomination, if any, specified on the face hereof
(provided that any remaining principal amount hereof shall be at least $1,000
or such minimum denomination), at the Redemption Price or Prices specified on
the face hereof, plus accrued and unpaid interest to but excluding the
Redemption Date, but interest payments due with respect to this Note on an
Interest Payment Date or prior to the Redemption Date will be payable to the
Holder of this Note at the close of business on the relevant Record Date
specified on the face hereof, all as provided in the Indenture.  The Company may exercise such option by
causing the Trustee to mail a notice of such redemption, at least 30 but not
more than 60 calendar days prior to the date of redemption, in accordance with
the provisions of the Indenture.  In the
event of redemption of this Note in part only, this Note will be cancelled and
a new Note or Notes representing the unredeemed portion hereof will be issued
in the name of the Holder hereof.


 


“Treasury Rate” means, with respect to any Redemption Date, (i) the
yield, under the heading which represents the average for the week immediately
prior to the third Business Day before such Redemption Date, appearing in the
most recently published statistical release designated H.15(519) or any
successor publication which is published weekly by the Federal Reserve (as
defined below) and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the remaining term of
this Note (if no maturity is within three months before or after such remaining
term, yields for the two published maturities most closely corresponding to
such remaining term shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the third Business Day before
such Redemption Date or does not contain such yields, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue
for this Note, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.


 


“Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of this Note that would be used, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of this
Note.


 


7

















 


“Comparable Treasury Price” means, with respect to any Redemption Date,
(i) the arithmetic average of at least three Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations or (ii) if fewer than five Reference
Treasury Dealer Quotations are obtained, the arithmetic mean of all such
obtained Reference Treasury Dealer Quotations.


 


“Independent Investment Banker” means one of the Redemption Treasury
Dealers appointed by the Trustee after consultation with the Company.


 


“Redemption Treasury Dealer” means Banc of America Securities LLC and
J.P. Morgan Securities Inc. and their respective successors, and three other
firms that are primary U.S. government securities dealers (each a “Primary
Treasury Dealer”) which we specify after consultation with the Independent
Investment Banker. If any of the Redemption Treasury Dealers ceases to be a
Primary Treasury Dealer, we will substitute another Primary Treasury Dealer.


 


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


 


SECTION 4.           Repayment.  If so specified on the face
hereof, this Note will be repayable, in whole or from time to time in part,
prior to Maturity at the option of the Holder on the Repayment Date or Dates
(or range of such dates) specified on the face hereof at the Repayment Price or
Prices specified on the face hereof, plus accrued and unpaid interest to but
excluding the date of repayment.  In
order for this Note to be repaid prior to Maturity, the Trustee must receive at
least 30 but not more than 60 calendar days prior to an Repayment Date (i) this
Note with the form below entitled “Option to Elect Repayment” duly completed or
(ii) a telegram, facsimile transmission, or letter (first class, postage
prepaid) from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
in the United States setting forth the name of the Holder of this Note, the
principal amount of this Note, the principal amount of this Note to be repaid,
the certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note with the form below entitled “Option to Elect
Repayment” duly completed will be received by the Trustee not later than five
Business Days after the date of such telegram, facsimile transmission or
letter.  If the procedure described in
clause (ii) of the preceding sentence is followed, this Note with such form
duly completed must be received by the Trustee by such fifth Business Day.  Unless otherwise specified on the face
hereof, exercise of the repayment option by the Holder of this Note will be
irrevocable.  The repayment option may be
exercised by the Holder of this Note for less than the entire principal amount
of this Note, provided that the principal amount of this Note remaining
outstanding after such repayment is an authorized denomination.  Upon such partial repayment this Note will be
cancelled and a new Note or Notes for the remaining principal amount hereof
will be issued in the name of the Holder hereof.


 


If this Note is a Book-Entry Note as specified on the face hereof,
while this Note is represented by one or more Book-Entry Notes registered in
the name of the Depository or its nominee, the option for repayment may be
exercised by a participant that has an account with the Depository, on behalf
of the beneficial owner of this Note, by delivering a written notice
substantially similar to the form below entitled “Option to Elect Repayment”
duly completed to the Trustee at its Corporate Trust Office (or such other
address of which the Company will from time to time notify the Holders), at
least 30 but not more than 60 calendar days prior to the Repayment Date.  A notice of election from a participant on
behalf of the beneficial owner of this Note to exercise the option to have this
Note repaid must be received by the


 


8

















 


Trustee prior to 5:00 P.M., New York City
time, on the last day for giving such notice. 
In order to ensure that a notice is received by the Trustee on a
particular day, the beneficial owner of this Note must so direct the applicable
participant before such participant’s deadline for accepting instructions for
that day.  Different firms may have
different deadlines for accepting instructions from their customers.  Accordingly, the beneficial owner of this
Note should consult the participant through which such beneficial owner owns
its interest herein for the deadline for such participant.  All notices shall be executed by a duly
authorized officer of such participant (with signatures guaranteed) and will be
irrevocable.  In addition, the beneficial
owner of this Note shall effect delivery at the time such notice of election is
given to the Depository by causing the applicable participant to transfer such
beneficial owner’s interest in this Note, on the Depository’s records, to the
Trustee.


 


SECTION 5.           Optional Extension of Maturity.  If
so specified on the face hereof, the Stated Maturity Date of this Note may be
extended at the option of the Company for one or more periods, as specified on
the face hereof (each an “Extension Period”), up to but not beyond the date
(the “Final Maturity Date”) specified on the face hereof.  The Company may exercise such option with
respect to this Note by notifying the Trustee of such exercise at least 45 but
not more than 60 calendar days prior to the Stated Maturity Date, or the then
applicable extension thereof of this Note (the “Applicable Maturity Date”).  If the Company so notifies the Trustee of
such exercise, the Trustee will send, not later than 40 calendar days prior to
the Applicable Maturity Date, by telegram, telex, facsimile transmission, hand
delivery or letter (first class, postage prepaid) to the Holder of this Note a
notice (the “Extension Notice”) relating to such Extension Period indicating
(i) that the Company has elected to extend the Stated Maturity Date of this
Note, (ii) the new Stated Maturity Date, (iii) the interest rate applicable to
such Extension Period and (iv) the provisions, if any, for redemption during
such Extension Period, including the date or dates on which or the period or
periods during which and the price or prices at which such redemption may occur
during such Extension Period.  Upon the
Trustee’s sending of the Extension Notice, the Stated Maturity Date of this
Note will be extended automatically and, except as modified by the Extension
Notice and as described in the next two paragraphs, this Note will have the
same terms as prior to the sending of such Extension Notice.


 


Notwithstanding the foregoing, not later than 20 calendar days prior to
the Applicable Maturity Date of this Note, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to send by
telegram, telex, facsimile transmission, hand delivery or letter (first class,
postage prepaid) notice of such higher interest rate to the Holder of this
Note.  Such notice will be
irrevocable.  All Notes with respect to
which the Stated Maturity Date is extended will bear such higher interest rate
for the Extension Period, whether or not tendered for repayment as provided in
the next paragraph.


 


If the Company extends the Stated Maturity Date of this Note (or an
Extension Period, as applicable), the Holder will have the option to elect
repayment of this Note, in whole but not in part, by the Company on the
Applicable Maturity Date at a price equal to the principal amount hereof, plus
accrued and unpaid interest to but excluding such date.  In order for this Note to be so repaid on the
Applicable Maturity Date, the Holder of this Note must follow the procedures
specified under Section 4 for optional repayment, except that the period for
delivery of this Note or notification to the Trustee will be at least 25 but
not more than 35 calendar days prior to the Original Maturity Date.  If the Holder has tendered this Note for
repayment following receipt of an Extension Notice, the Holder may revoke such
tender for repayment by written notice to the Trustee received prior to 5:00
p.m., New York City time, on the tenth calendar day prior to the Applicable
Maturity Date.


 


SECTION 6.           Renewal of Maturity.  If
the note is a variable rate renewable Note (a “Renewable Note”), the stated
maturity of all or any portion of the principal amount may be extended in
accordance with the procedures described below. 
On the Interest Payment Dates specified herein (each


 


9

















 


such
Interest Payment Date, an “Election Date”), the stated maturity of the
Renewable Note will be extended to the Interest Payment Date occurring twelve
months after such Election Date, unless the holder elects to terminate the
automatic extension of the stated maturity of the Renewable Note or of any
portion thereof having a minimum principal amount of $100,000 or any multiple
of $100,000 in excess thereof by delivering a notice to such effect to the
Trustee prior to such Election Date.  The
stated maturity of Renewable Notes may not be extended beyond the Final
Maturity Date, as specified in the applicable pricing supplement (the “Final
Maturity Date”).  If the holder elects to
terminate the automatic extension of the stated maturity of any portion of the
principal amount of Renewable Notes and such election is not revoked as
described below, such portion will become due and payable on the Interest
Payment Date falling six months (unless another period is specified herein)
after the Election Date prior to which the holder made its election.


 


An election to terminate the automatic extension of maturity may be
revoked as to any portion of Renewable Notes having a minimum principal amount
of $100,000 or any multiple of $100,000 in excess thereof by delivering a
notice to such effect to the Trustee on any day following the effective date of
the election to terminate the automatic extension of the stated maturity and
prior to the date 15 days before the date on which such portion would otherwise
mature.  The revocation may be made for
less than the entire principal amount of the Renewable Notes for which the
automatic extension of the stated maturity has been terminated as long as the
above-described minimum amount and multiple requirement is met.  A revocation may not be made during the
period from and including a Record Date to but excluding the immediately
succeeding Interest Payment Date.


 


Renewable Notes may be redeemed in whole or in part at the option of
the Company on the Interest Payment Dates in each year specified herein, at a
redemption price specified herein, together with accrued and unpaid interest to
the date of redemption.


 


SECTION 7.           Sinking Fund.  This
Note is not subject to a sinking fund unless otherwise specified on the face hereof.


 


SECTION 8.           Original Issue Discount Notes. 
Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note as specified on the face hereof, the amount
payable in the event the principal amount hereof is declared to be due and
payable immediately by reason of an Event of Default or in the event of
redemption or repayment hereof prior to the Stated Maturity Date hereof, in
lieu of the principal amount due at the Stated Maturity Date hereof, will be
the Amortized Face Amount of this Note as of the date of declaration,
redemption or repayment, as the case may be. 
The “Amortized Face Amount” of this Note will be the amount equal to (a)
the principal amount of this Note multiplied by the Issue Price specified on
the face hereof plus (b) the portion of the difference between the dollar
amount determined pursuant to the preceding clause (a) and the principal amount
hereof that has accreted at the Yield to Maturity specified on the face hereof
(computed in accordance with generally accepted United States bond yield
computation principles) to such date of declaration, redemption or repayment
but in no event will the Amortized Face Amount of this Note exceed its
principal amount.


 


SECTION 9.           Events of Default.  If
any Event of Default with respect to the Notes shall occur and be continuing,
the principal of the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture; provided, however,
that notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note, the amount so declared to be due and payable will
be the Amortized Face Amount of this Note as of the date of such declaration as
specified under Section 7.


 


SECTION 10.         Modification or Waiver: Obligation of the
Company Absolute.  The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the


 


10

















 


modification
of the rights and obligations of the Company and the rights of the Holders of
the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of each series to be
affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities of each series, on behalf of the Holders of all
Securities of such series, to waive, with respect to the Securities of such
series, 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 will be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.


 


No reference herein to the Indenture and no provision of this Note or
of the Indenture will alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and any premium and
interest on, this Note at the times, places and rates herein prescribed.


 


SECTION 11.         Discharge, Legal Defeasance and Covenant
Defeasance.  The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this
Note and (b) certain restrictive covenants and the related Events of Default
upon compliance by the Company with certain conditions specified therein, which
provisions apply to this Note.


 


SECTION 12.         Authorized Denominations. 
Unless otherwise specified on the face hereof, the Notes are issuable
only in global or certificated registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000 in excess thereof (or
in the case of Notes denominated in a Specified Currency, in such minimum
denomination not less than the equivalent of $1,000 in such Specified Currency
on the basis of the noon buying rate for cable transfers in The City of New
York as certified for customs purposes by (or if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York (the “Market Exchange Rate”)
for such Specified Currency on the date the Company agrees to issue such
Security and such other denomination or denominations in excess of $1,000 or
its equivalent as is specified on the face hereof).  As provided in the Indenture and subject to
certain limitations therein specified and to the limitations described below,
if applicable, Notes are exchangeable for Notes of like aggregate principal
amount and like Stated Maturity Date and with like terms and conditions of a
different authorized denomination, as requested by the Holder surrendering the
same.


 


SECTION 13.         Registration of Transfer.  As
provided in the Indenture and subject to certain limitations therein specified
and to the limitations described below, if applicable, the transfer of this
Note is registerable in the Security Register upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained for
that purpose duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar (which
will initially be the Trustee at its principal corporate trust office located
in Minneapolis, Minnesota, duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes with like terms
and conditions of authorized denominations and for the same Stated Maturity
Date and aggregate principal amount, will be issued to the designated
transferee or transferees.


 


If this Note is a Book-Entry Note as specified on the face hereof, this
Note is exchangeable for certificated Notes only upon the terms and conditions
provided in the Indenture.  Except as
provided in the Indenture, owners of beneficial interests in this Book-Entry
Note will not be entitled to receive physical delivery of Notes in certificated
registered form and will not be considered the Holders thereof for any purpose
under the Indenture.


 


11

















 


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


 


SECTION 14.         Owners.  Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee and any 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 notwithstanding any notation of ownership or other writing hereon,
and none of the Company, the Trustee or any such agent will be affected by
notice to the contrary.


 


SECTION 15.         Governing Law.  The
Indenture and the Notes, including this Note, will be governed by and construed
in accordance with the laws of the State of Minnesota.


 


SECTION 16.         Defined Terms.  All
terms used in this Note which are defined in the Indenture will have the
meanings assigned to them in the Indenture unless otherwise defined herein; and
all references in the Indenture to “Security” or “Securities” will be deemed to
include the Notes.


 


12

















 


OPTION TO ELECT REPAYMENT


 


[To be completed only if this
Note is repayable at the option

of the Holder and the Holder elects to exercise such rights]


 


The undersigned
owner of this Note hereby irrevocably elects to have the Company repay (i) the
principal amount of this Note or portion hereof below designated at the
applicable Repayment Price indicated on the face hereof plus accrued and unpaid
interest to but excluding the date of repayment, if this Note is to be repaid
pursuant to Section 4 of this Note, or (ii) 100% of the principal amount of
this Note plus accrued and unpaid interest to but excluding the Applicable
Maturity Date, if this Note is to be repaid pursuant to Section 5 hereof.  If a portion of this Note is not being repaid
pursuant to clause (i) above, specify the principal amount to be repaid and the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Note or Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any specification,
one such Note will be issued for the portion not being repaid):


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
  Sign exactly
  as name appears on the front of this 

  
	
  Principal
  amount to be repaid if amount to be 

  	
   

  	
  Note.

  
	
  repaid is
  pursuant to clause (i) above and is less 

  	
   

  	
   

  
	
  than the
  entire principal amount of this Note 

  	
   

  	
  Indicate
  address where check is to be sent, if repaid:

  
	
  (principal
  amount remaining must be an authorized 

  	
   

  	
   

  
	
  denomination)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  $ 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Denomination
  or denominations of the Note or Notes to be

  issued for the portion of this Note not being repaid

  pursuant to clause (i) above

  	
   

  	
  SOCIAL
  SECURITY OR OTHER TAXPAYER ID NUMBER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


ABBREVIATIONS


 


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


 


TEN
COM - as tenants in common


TEN
ENT - as tenants by the entireties


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


 


	
  UNIF GIFT MIN ACT 

  	
   

  	
  Custodian

  
	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Under
  Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  



 


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


 


 


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


 


PLEASE INSERT SOCIAL
SECURITY OR OTHER


IDENTIFYING NUMBER OF
ASSIGNEE:


 


 


	
   

  
	
  PLEASE
  PRINT OR TYPE 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.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
  Sign exactly as name appears on the front of this Note

  
	
   

  	
  [SIGNATURE MUST BE GUARANTEED by a

  member of a recognized Medallion Guarantee Program]

  



 


 


NOTICE:                                                THE SIGNATURE
TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.


 


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