EX-4.D.1



 





Exhibit 4(d)(1)



(Form of Security)






			
	 	 	 
	REGISTERED
	 	REGISTERED





PITNEY BOWES INC.




					
	 	 	 	 	 
	No. FXRA-
	 	GLOBAL MEDIUM-TERM NOTE

(Fixed Rate)
	 	CUSIP No. 72447XAD9






ISIN No.                     




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF,
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN
LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), 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.



     If applicable, the “Total Amount of OID”, “Original Yield to Maturity” and “Initial Accrual Period
OID” (computed under the Approximate Method) set forth below have been completed solely for the
purposes of applying Federal Income Tax Original Issue Discount (“OID”) Rules.



	 	 	 
	PRINCIPAL AMOUNT AND CURRENCY
(if other than U.S. dollars): $250,000,000

	 	EXCHANGE RATE AGENT:
	 
	 	 
	DENOMINATIONS

(If other than U.S. dollars or the
U.S. dollar denominations set forth on
the reverse): U.S. $2,000 or an
integral multiple of U.S. $1,000 in
excess thereof

	 	STATED MATURITY OF SECURITY: March
15, 2018
	 
	 	 
	OPTION TO RECEIVE PAYMENT IN SPECIFIED
CURRENCY:

YES: o NO:
þ

	 	COMPUTATION PERIOD (if other than
a 360-day year of 12 30-day
months):
	ISSUE DATE: March 7, 2008

	 	REGULAR RECORD DATE(S) (if other than 15th






 









 






	 	 	 
	 

	 	day preceding the applicable Interest Payment Date): March 1 and September 1
	 
	 	 
	INTEREST RATE: 5.60% per annum

	 	REDEMPTION PERCENTAGE(S):
	 
	 	 
	INTEREST PAYMENT DATE(S): March 15 and
September 15, commencing September 15,
2008

	 	REPAYMENT PERCENTAGE(S)
(option of Holder) (if other than
100% of Principal Amount):
	 
	 	 
	REDEMPTION DATE(S): Any time

	 	ORIGINAL ISSUE DISCOUNT SECURITY:
	 
	 	 
	REPAYMENT DATE(S) (option of Holder):

	 	TOTAL AMOUNT OF OID:
	 
	 	 
	ORIGINAL YIELD TO MATURITY:

	 	INITIAL ACCRUAL PERIOD OID:
	 
	 	 
	 

	 	ISSUE PRICE: 98.883% of the
principal amount plus accrued
interest, if any, from March 7,
2008






OTHER PROVISIONS:




     1. Make Whole Redemption. The Company may redeem the Notes, at any time in whole or from time
to time in part, at a redemption price equal to the sum of 100% of the aggregate principal amount
of the Notes being redeemed, accrued but unpaid interest on those Notes to the redemption date, and
the Make-Whole Amount, if any, as defined below.



     “Make-Whole Amount” means, in connection with any optional redemption, the excess, if any, of
(a) the aggregate present value as of the date of such redemption of each dollar of principal being
redeemed and the amount of interest, exclusive of interest accrued to the date of redemption, that
would have been payable in respect of each such dollar if such redemption had not been made,
determined by discounting, on a semiannual basis (assuming a 360-day year of twelve 30-day months),
such principal and interest at the Reinvestment Rate, determined on the third business day
preceding the date notice of such redemption is given, from the respective dates on which such
principal and interest would have been payable if such redemption had not been made, to the date of
redemption, over (b) the aggregate principal amount of the Notes being redeemed.



     “Reinvestment Rate” means 0.35% plus the arithmetic mean of the yields under the heading “Week
Ending” published in the most recent Statistical Release under the caption “Treasury Constant
Maturities” for the maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the payment date of the principal amount of the Notes being redeemed. If no
maturity exactly corresponds to such maturity, yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence
and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the purposes of
calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date
of determination of the Make-Whole Amount shall be used. If the format or content of the
Statistical Release changes in a manner that precludes determination of the Treasury yield in the
above manner, then the Treasury yield shall be



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determined in the manner that most closely approximates the above manner, as reasonably
determined by the Company.



     “Statistical Release” means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Federal Reserve System and which reports yields on
actively traded United States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any required determination under the Indenture
dated as of February 14, 2005 (the “Initial Indenture”), between the Company and Citibank, N.A., as
trustee, and the First Supplemental Indenture (the “First Supplemental Indenture”, and together
with the Initial Indenture, the “Indenture”), dated as of October 23, 2007 by and among the
Company, The Bank of New York Mellon Corporation, as successor trustee (the “Trustee”) and
Citibank, N.A., as resigning trustee, then such other reasonably comparable index which shall be
designated by the Company.



     2. Change of Control Offer. If a change of control triggering event occurs, unless the
Company has exercised its option to redeem the Notes as described above under “Make Whole
Redemption”, the Company will be required to make an offer (the “change of control offer”) to each
holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of
$1,000 in excess thereof) of that holder’s notes on the terms set forth in the Notes. In the change
of control offer, the Company will be required to offer payment in cash equal to 101% of the
aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the
Notes to be repurchased to the date of repurchase (the “change of control payment”). Within 30 days
following any change of control triggering event or, at the Company’s option, prior to any change
of control, but after public announcement of the transaction that constitutes or may constitute the
change of control, a notice will be mailed to holders of the Notes describing the transaction that
constitutes or may constitute the change of control triggering event and offering to repurchase the
Notes on the date specified in the notice, which date will be no earlier than 30 days and no later
than 60 days from the date such notice is mailed (the “change of control payment date”). The
notice, if mailed prior to the date of consummation of the change of control, will state that the
offer to purchase is conditioned on the change of control triggering event occurring on or prior to
the change of control payment date. In the event that such offer to purchase fails to satisfy the
condition in the preceding sentence, the Company will cause another notice meeting the
aforementioned requirements to be mailed to holders of the Notes.



     On the change of control payment date, the Company will, to the extent lawful:




	 	•	 	accept for payment all notes or portions of notes properly tendered pursuant to the
change of control offer;
	 
	 	•	 	deposit with the paying agent an amount equal to the change of control payment in
respect of all notes or portions of notes properly tendered; and
	 
	 	•	 	deliver or cause to be delivered to the trustee the Notes properly accepted together
with an officers’ certificate stating the aggregate principal amount of notes or
portions of notes being repurchased.





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     The Company will not be required to make a change of control offer upon the occurrence of a
change of control triggering event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company and the third
party repurchases all notes properly tendered and not withdrawn under its offer. In addition, the
Company will not repurchase any notes if there has occurred and is continuing on the change of
control payment date an event of default under the Indenture, other than a default in the payment
of the change of control payment upon a change of control triggering event.



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



     For purposes of the change of control offer provisions of the Notes, the following terms will
be applicable:



     “Change of control” means the occurrence of any of the following: (1) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the
Company, any subsidiary or employee benefit plan of the Company or employee benefit plan of any
subsidiary of the Company) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of more than 50% of the voting stock of the Company or
other voting stock into which the voting stock of the Company is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; (2) the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of transactions approved by the Board of Directors as part of
a single plan, of 85% or more of the total consolidated assets of the Company as shown on the
Company’s most recent audited balance sheet, to one or more “persons” (as that term is defined in
the Indenture) (other than the Company or one of the subsidiaries of the Company); or (3) the first
day on which a majority of the members of the Board of Directors are not continuing directors.
Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if
(1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and
(2)(A) the direct or indirect holders of the voting stock of such holding company immediately
following that transaction are substantially the same as the holders of the voting stock of the
Company immediately prior to that transaction or (B) immediately following that transaction no
person (other than a holding company satisfying the requirements of this sentence) is the
beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding
company.



     “Change of control triggering event” means the occurrence of both a change of control and a
rating event.



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     “Continuing directors” means, as of any date of determination, any member of the Board of
Directors of the Company who (1) was a member of such Board of Directors on the date the Notes were
issued or (2) was nominated for election, elected or appointed to such Board of Directors with the
approval of a majority of the continuing directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a specific vote or by approval of
the proxy statement of the Company in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Fitch” means Fitch Ratings.



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



     “Moody’s” means Moody’s Investors Service, Inc.



     “Rating agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s
or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for
reasons outside of the control of the Company, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company (as certified by a resolution of the Board of Directors) as a replacement agency for Fitch,
Moody’s or S&P, or all of them, as the case may be.



     “Rating event” means the rating on the Notes is lowered by each of the rating agencies and the
Notes are rated below an investment grade rating by each of the rating agencies on any day within
the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under
publicly announced consideration for a possible downgrade by any of the rating agencies) after the
earlier of (1) the occurrence of a change of control and (2) public notice of the occurrence of a
change of control or the intention of the Company to effect a change of control; provided, however,
that a rating event otherwise arising by virtue of a particular reduction in rating will be deemed
not to have occurred in respect of a particular change of control (and thus will not be deemed a
rating event for purposes of the definition of change of control triggering event) if the rating
agencies making the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the trustee in writing at the Company’s or its request that
the reduction was the result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the applicable change of control (whether or not the
applicable change of control has occurred at the time of the rating event).



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



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



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     Pitney Bowes Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for
The Depository Trust Company, or registered assigns, the principal amount specified on the Schedule
of Increases or Decreases hereto (any currency specified above other than U.S. dollars being
hereinafter referred to as a “Specified Currency”) on the Stated Maturity specified above and to
pay interest thereon (computed, unless a different Computation Period is specified above, on the
basis of a 360-day year of twelve 30-day months), from and including the Issue Date specified above
(the “Issue Date”) or from and including the most recent Interest Payment Date to which interest on
this Security (or any predecessor Security) has been paid or duly provided for to, but excluding,
the Interest Payment Date, on the Interest Payment Date(s) specified above in each year (each an
“Interest Payment Date”) and at Maturity, at the rate per annum equal to the Interest Rate
specified above, until the principal hereof is paid or duly made available for payment; provided,
however, 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 respect of this Security in U.S. dollars in amounts determined as
set forth on the reverse hereof. 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 Security (or one or more predecessor Securities) is registered at the close of business
on the fifteenth day (whether or not a Market Day (as defined on the reverse hereof)) next
preceding such Interest Payment Date, unless a different Regular Record Date is specified above
(the “Regular Record Date”); provided, however, that interest payable at Maturity will be payable
to the Person to whom principal shall be payable; and provided, further, that, if the Issue Date
is after a Regular Record Date and before the next succeeding Interest Payment Date the first
payment of interest shall be payable on the second Interest Payment Date following the Issue Date
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date immediately preceding such Interest Payment Date.



     Any interest on this Security that is payable but not punctually paid or duly provided for
(“defaulted interest”) on any Interest Payment Date shall forthwith cease to be payable to the
Registered Holder on the relevant Regular Record Date by virtue of such Holder having been a Holder
on such Regular Record Date. Such defaulted interest may be paid by the Company, at its election
in each case, as provided in clause (a) or clause (b) below:




     (a) The Company may elect to make payment of any defaulted interest to the persons in
whose names the Securities (or their respective predecessor Securities) are registered at
the close of business on a special record date for the payment of such defaulted interest,
which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Security and the
date of the proposed payment and at the same time the Company shall deposit with the Trustee
funds equal to the aggregate amount proposed to be paid in respect of such defaulted
interest or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment. Such funds when deposited shall be held in trust for the
benefit of the persons entitled to such defaulted interest as provided in this clause (a).
Thereupon the Trustee promptly shall fix a special record date for the payment of such
defaulted interest in respect of the Securities, which shall be



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not more than 15 nor less than ten days prior to the date of the proposed payment. The
Trustee promptly shall notify the Company of such special record date and, in the name and
at the expense of the Company, shall cause notice of the proposed payment of such defaulted
interest and the special record date thereof to be mailed, first class postage prepaid, to
each Holder of Securities at his address as it appears in the Security register, not less
than ten days prior to such special record date. Notice of the proposed payment of such
defaulted interest and the special record date therefor having been mailed as aforesaid,
such defaulted interest in respect of the Securities shall be paid to the persons in whose
names the Securities (or their respective predecessor Securities) are registered on such
special record date and such defaulted interest shall no longer be payable pursuant to the
following clause (b).




     (b) The Company may make payment of any defaulted interest on the Securities in any
other lawful manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such payment shall be deemed practicable by the Trustee.



     If any Interest Payment Date or the Maturity specified on the face hereof falls on a day that
is not a Market Day with respect to this Security, the related payment of principal, premium, if
any, and/or interest will be made on the next succeeding Market Day as if made on the date such
payment was due, and no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date or Maturity, as the case may be.



     If (a) this Security is payable in U.S. dollars or (b) this Security is payable in a Specified
Currency and (i) the Holder is not entitled to make, or has not made, a Specified Currency Payment
Election and the Exchange Rate Agent is able to convert the Specified Currency into U.S. dollars or
(ii) the Specified Currency is unavailable to the Company because of the imposition of exchange
controls or other circumstances beyond the control of the Company, then payment of the principal of
(and premium, if any) and interest on this Security will be made at the designated office of the
Trustee at The Bank of New York, 101 Barclay Street, New York, New York 10286 (the “Designated
Office”), or such other office or agency of the Company maintained by it 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 or public debts; provided,
however, that payment of the principal of (and premium, if any) and interest due on this Security
at Maturity will be made in immediately available funds at such Designated Office or other office
or agency if this Security is presented to the Trustee in time for the Trustee to make such
payments in accordance with its normal procedures; and provided, further, that, unless this
Security is a Global Security, at the option of the Company payment of interest due on this
Security on an Interest Payment Date other than Maturity may be made by check mailed to the address
of the Holder as such address shall appear in the Security Register; or by wire transfer to an
account maintained by such Holder with a bank located in the United States, provided that such
Holder shall have provided in writing to the Trustee, on or prior to the relevant Regular Record
Date, appropriate payment instructions.



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     Notwithstanding the foregoing, if this Security is a Global Security, all payments due on this
Security will be made in immediately available funds to the Holder.



     If this Security is payable in a Specified Currency and (i) the Holder hereof is entitled to
make, and has made, a Specified Currency Payment Election with respect to such payments and (ii)
either the Specified Currency is available to the Company or is not available to the Company for
any reason other than the imposition of exchange controls or other circumstances beyond the control
of the Company, then (x) the payment of interest due on this Security on any Interest Payment Date
other than Maturity 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 upon 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 (y) payment of principal (and premium, if any) and interest
due at Maturity will be made in such Specified Currency (or, if applicable, such other coin or
currency) 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 upon
presentation of this Security to the Trustee in time for such wire transfer to be made by the
Trustee in accordance with its normal procedures. If this Security is payable in a Specified
Currency, the Holder hereof may elect, if specified above, to receive payments of principal of (and
premium, if any) and interest on this Security 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
Designated Office referred to above on or prior to the relevant Regular 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 facsimile transmission. In such circumstance, the Holder may elect to receive
payment in the Specified Currency for all payments of principal (and premium, if any) and interest
and need not file a separate election for each payment. Such election will 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 Regular Record Date or the fifteenth day prior
to Maturity, as the case may be. If this Security is a Global Security, the Holder shall be
entitled to make a Specified Currency Payment Election with respect to all or any part of the
principal amount of this Security and in such circumstances, as well as the circumstances referred
to in clause (ii) above, all payments due on this Security will be made in immediately available
funds in the Specified Currency to the Holder. Reference herein to the Specified Currency shall be
deemed to include such other coin or currency as at the time of any payment with respect to this
Security is legal tender for the payment of public and private debts in the country issuing the
Specified Currency at the time this Security was originally issued.



     Reference is hereby made to the further provisions of this Security 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 by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or
facsimile signature under its corporate seal.



	 	 	 	 	 
	 	PITNEY BOWES INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Michael Monahan 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Helen Shan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK,

   as Trustee

 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL MEDIUM-TERM NOTE




     The following increases or decreases in this Global Medium-Term Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	Amount of this	 	 
	 	 	Amount of Increase	 	Decrease in	 	Global Medium-	 	Signature of
	 	 	in Principal	 	Principal Amount	 	Term Note	 	Authorized Officer
	 	 	Amount of this	 	of this Global	 	Following Such	 	of Trustee or
	 	 	Global Medium-	 	Medium-Term	 	Increase or	 	Securities
	Date	 	Term Note	 	Note	 	Decrease	 	Custodian
	 
	 	 	 	 	 	 	 	 





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ABBREVIATION




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



	 	 	 
	TEN COM

	 	- as tenants in common
	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) Custodian       
               (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 typewrite name and address including postal zip code of assignee)



the within
Security and all rights thereunder, hereby irrevocably constituting and appointing



     
              
              
               
                
                

attorney to transfer said Note on the books of the Company, with full power of substitution in the
premises.

Dated:              
              
             

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





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