Exhibit 4.3 


[FACE OF NOTE]


IF THE
REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE DEPOSITORY
TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY, THIS NOTE IS A
GLOBAL SECURITY AND THE FOLLOWING LEGENDS APPLY:

UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.

IF APPLICABLE, THE “TOTAL AMOUNT OF OID,” “YIELD TO MATURITY” AND
“INITIAL ACCRUAL PERIOD” (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT RULES.


	
  

 	
  

 	
  

 
	
 REGISTERED

 	
 CUSIP No.:

 	
 PRINCIPAL
 AMOUNT: 

 
	
 No. FLR-__

 	
  

 	
 $

 


COLGATE-PALMOLIVE COMPANY

MEDIUM-TERM NOTE, SERIES G

(Floating Rate)


	
  

 	
  

 	
  

 
	
 INTEREST RATE BASIS

 	
 ORIGINAL ISSUE DATE:

 	
 STATED MATURITY DATE: 

 
	
 OR BASES: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 IF LIBOR:

 	
 IF CMT RATE:

 	
 IF FEDERAL FUNDS RATE:

 
	
 [  ] Reuters Page LIBOR01 

 	
 [  ] Reuters Page FRBCMT

 	
 [  ] Federal Funds
 (Effective) Rate 

 
	
 [  ] Reuters Page LIBOR02

 	
 [  ] Reuters Page FEDCMT

 	
 [  ] Federal Funds Open
 Rate

 
	
  

 	
          [  ] Weekly Average

 	
 [  ] Federal Funds Target
 Rate

 
	
     Designated
 LIBOR

 	
          [  ] Monthly Average

 	
  

 
	
     Currency:
 

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
 INDEX MATURITY:

 	
 INITIAL INTEREST
 RATE:   %

 	
 INTEREST PAYMENT DATE(S):

 
	
  

 	
  

 	
  

 
	
  

 	
 INITIAL INTEREST RESET
 DATE:

 	
 INTEREST RATE RESET
 PERIOD:

 
	
  

 	
  

 	
  

 
	
 SPREAD (PLUS OR MINUS):

 	
 SPREAD MULTIPLIER:

 	
  

 
	
  

 	
  

 	
  

 
	
 INTEREST DETERMINATION
 DATES:

 	
 REGULAR RECORD DATES:

 	
  

 













	
  

 	
  

 	
  

 
	
 MINIMUM INTEREST
 RATE:   %

 	
 MAXIMUM INTEREST
 RATE:   %

 	
 INTEREST RESET DATE(S):

 
	
  

 	
  

 	
  

 
	
 INITIAL REDEMPTION DATE:

 	
 INITIAL REDEMPTION
 PERCENTAGE:   %

 	
 *ANNUAL REDEMPTION
 PERCENTAGE REDUCTION:   %

 
	
  

 	
  

 	
  

 
	
 HOLDER’S OPTIONAL
 REPAYMENT DATE(S):

 	
 CALCULATION AGENT:

 	
 [  ] CHECK IF DISCOUNT NOTE

 Issue Price:   %

 
	
  

 	
  

 	
  

 
	
 SPECIFIED CURRENCY:

 	
 EXCHANGE RATE AGENT:

 	
  

 






	
  

 	
  

 
	
 INTEREST CATEGORY:

 	
 DAY COUNT CONVENTION:

 
	
 [  ] Regular Floating Rate
 Note

 	
 [  ] 30/360 for the period 

 
	
 [  ] Floating Rate/Fixed
 Rate Note

 	
         from      to       .

 
	
 Fixed Rate Commencement Date:

 	
 [  ] Actual/360 for the
 period 

 
	
 Fixed Interest Rate:   %

 	
       from        to       .

 
	
 [  ] Inverse Floating Rate Note

 	
 [  ] Actual/Actual for the
 period 

 
	
 Fixed Interest Rate:   %

 	
       from        to       .

 
	
  

 	
 Applicable Interest Rate
 Basis:

 






	
  

 
	
 AUTHORIZED DENOMINATION: 

 
	
 [  ] $1,000 and integral
 multiples thereof

 
	
 [  ] Other:

 
	
  

 
	
 ADDENDUM ATTACHED 

 
	
 [  ] Yes

 
	
 [  ] No

 
	
  

 
	
 OTHER/ADDITIONAL PROVISIONS:
 

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 *

 	
 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 shown 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 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
 Maturity. 

 


2





          COLGATE-PALMOLIVE
COMPANY, a Delaware corporation (the “Company”, which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay, to                                                                          , or registered assigns, the Principal
Amount of                                                                           , on the Stated Maturity Date specified above (or any Redemption Date
or Repayment Date, each as defined on the reverse hereof, or any earlier date
of acceleration of maturity) (each such date being hereinafter referred to as
the “Maturity Date” with respect to the principal repayable on such date) and
to pay interest thereon (and on any overdue principal, premium and/or interest
to the extent legally enforceable) at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset Date specified
above and thereafter at a rate determined in accordance with the provisions
specified above and on the reverse hereof or in an Addendum hereto with respect
to one or more Interest Rate Bases specified above until the principal hereof
is paid or duly made available for payment. 


          The
Company will pay interest in arrears on each Interest Payment Date specified
above (each, an “Interest Payment Date”), commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified above, and on
the Maturity Date; provided, however, that if the Original Issue Date occurs
between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date to the registered holder of this
Note (the “Holder”) on the Record Date with respect to such second Interest
Payment Date. 


          Interest
on this Note will accrue from, and including, the most recent Interest Payment
Date to which interest has been paid or duly provided for or from, and
including, the Original Issue Date if no interest has been paid or duly
provided for, to, but excluding, the next Interest Payment Date or the Maturity
Date, as the case may be (each, an “Interest Period”). 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 fifteenth calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the “Record Date”); provided, however,
that interest payable on the Maturity Date will be payable to the person to
whom the principal hereof and premium, if any, hereon shall be payable. Any
such interest not so punctually paid or duly provided for on any Interest
Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the
Holder at the close of business on any 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 (the “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 by the
Trustee not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, all as more fully provided for
in the Indenture. 


          Payment
of principal, premium, if any, and interest in respect of this Note due on the
Maturity Date will be made in immediately available funds upon presentation and
surrender of this Note (and, with respect to any applicable repayment of this
Note, upon delivery of a duly completed election form as contemplated on the
reverse hereof) at the office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City of New York, 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. Payment of interest due on any Interest
Payment Date 


3





other than the
Maturity Date will be made at the aforementioned office of the Trustee or, at
the option of the Company, by check mailed to the address of the person
entitled thereto as such address shall appear in the Security Register
maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000
or more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) shall, at the option of the Company, be
entitled to receive interest payments on such Interest Payment Date by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder. 


          If
any Interest Payment Date other than the Maturity Date would otherwise be a day
that is not a Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day, except that if EURIBOR or LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on such Maturity Date, and no interest shall accrue with
respect to such payment for the period from and after the Maturity Date to the
date of such payment on the next succeeding Business Day. 


          As
used herein, “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 with respect to non-United States
dollar-denominated notes, the day is also not a day on which commercial banks
are authorized or required by law, regulation or executive order to close in
the Principal Financial Center (as defined below) of the country issuing the
specified currency or, if the specified currency is euro, the day is also a
Target Settlement Day (as defined below); provided, further, that, with respect
to floating rate notes as to which LIBOR is an applicable Interest Rate Basis,
the day is also a London Banking Day (as defined below) and that, with respect
to floating rate notes as to which EURIBOR is an applicable Interest Rate
Basis, the day is also a Target Settlement Day. 


          “London
Banking Day” means a day on which commercial banks are open for business,
including dealings in the Designated LIBOR Currency, in London. 


          “Principal
Financial Center” means (1) the capital city of the country issuing the
specified currency, or (2) the capital city of the country to which the Designated
LIBOR Currency relates, except, in each case, that with respect to United
States dollars, Australian dollars, Canadian dollars, Euros, New Zealand
dollars, 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), Wellington, Johannesburg and Zurich,
respectively. 


          Unless
otherwise set forth above or specified on the face hereof or in an Addendum
hereto, “U.S. Government Securities Business Day” means any day other than a
Saturday, Sunday or a day on which The Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members
be closed for the entire day for purposes of trading in U.S. government
securities. 


4





          “Target
Settlement Day” means a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System, or any successor, is open. 


          Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof and, if so specified on the face hereof, in an Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof. 


          Notwithstanding
the foregoing, if an Addendum is attached hereto or “Other/Additional
Provisions” apply to this Note as specified above, this Note shall be subject
to the terms set forth in such Addendum or such “Other/Additional Provisions”. 


          Unless
the Certificate of Authentication hereon has been executed by the Trustee by
manual signature of one of its authorized officers, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose. 


5





          IN
WITNESS WHEREOF, Colgate-Palmolive Company has caused this Note to be duly
executed by one of its duly authorized officers. 


	
  

 	
  

 	
  

 
	
  

 	
 COLGATE-PALMOLIVE COMPANY

 
	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title: 

 



Dated: 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION: 


This is one of the Debt Securities of 

the series designated therein referred 

to in the within-mentioned Indenture. 


THE BANK OF NEW YORK MELLON, 

as Trustee 


	
  

 	
  

 
	
 By

 	
  

 
	
  

 	

 


 
	
  

 	
 Authorized Signatory

 


6





[REVERSE OF NOTE]


COLGATE-PALMOLIVE COMPANY 

MEDIUM-TERM NOTE, SERIES G 

(Floating Rate)


          This
Note is one of a duly authorized series of debt securities (the “Debt
Securities”) of the Company issued and to be issued under an Indenture, dated
as of November 15, 1992, as amended, modified or supplemented from time to time
(the “Indenture”), between the Company and The Bank of New York Mellon
(formerly known as The Bank of New York), as trustee (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 Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the Debt Securities of the series designated as
“Medium-Term Notes, Series G, Due One Year or More From Date of Issue” (the
“Notes”). All terms used but not defined in this Note or in an Addendum hereto
shall have the meanings assigned to such terms in the Indenture or on the face
hereof, as the case may be. 


          This
Note is issuable only in registered form without coupons in minimum
denominations of U.S.$1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof. 


          Except
as otherwise provided in the Indenture and as set forth below, the Notes will
be issued in global form only, registered in the name of the Depositary or its
nominee and ownership of the Notes shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of the
Depositary. If this Note is a global note, this Note is exchangeable for
certificated Notes only if (i) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this global Note and a successor
depositary is not appointed by the Company within 60 days after the Depositary
notifies the Company, (ii) the Company in its sole discretion determines that
this global Note shall be exchangeable for certificated Notes of this series in
registered form or (iii) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing. 


          Unless
otherwise specified on the face hereof in accordance with the provisions of the
following two paragraphs, this Note will not be subject to any sinking fund and
will not be redeemable or repayable prior to the Stated Maturity Date. 


          This
Note will be subject to redemption at the option of the Company on any date on
or after the Initial Redemption Date, if any, specified on the face hereof, in
whole or from time to time in part in increments of U.S.$1,000 unless otherwise
specified above (provided that any remaining principal amount hereof shall be at
least U.S.$1,000 unless otherwise specified above), at the Redemption Price (as
defined below), together with unpaid interest accrued hereon to the date fixed
for redemption (the “Redemption Date”), on written notice given to the Holder
hereof (in accordance with the provisions of the Indenture) not more than 60
nor less than 30 calendar days prior to the Redemption Date. In the event of
redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms 


7





and provisions
as this Note shall be issued by the Company in the name of the Holder hereof
upon the presentation and surrender hereof. 


          Unless
otherwise specified above, the “Redemption Price” shall be the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof)
multiplied by the principal amount of this Note to be redeemed. 


          This
Note may be subject to repayment by the Company at the option of the Holder
hereof on the Optional Repayment Date(s), if any, specified on the face hereof,
in whole or in part in increments of U.S.$1,000 (provided that any remaining
principal amount hereof shall be at least U.S.$1,000), at a repayment price
equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (the “Repayment
Date”). For this Note to be repaid in whole or in part at the option of the
Holder hereof, the Trustee must receive at its corporate trust office not more
than 60 nor less than 30 calendar days prior to the Repayment Date, this Note
with the form thereon entitled “Option to Elect Repayment” below duly
completed. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof. 


          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 of
this Note will be equal to the sum of (i) the Issue Price specified on the face
hereof (increased by any accruals of the 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 (as adjusted by the Annual Redemption Percentage Reduction, if
applicable) and (ii) any unpaid interest accrued hereon to the Redemption Date,
Repayment Date or date of acceleration of maturity, as the case may be. The
difference between the Issue Price specified above and 100% of the principal
amount of this Note is referred to herein as the “Discount.” 


          For
purposes of determining the amount of Discount that has accrued as of any
Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause an assumed yield on the Note
to be constant. The assumed 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 (with ratable accruals within a compounding period), a
coupon rate equal to the initial interest rate applicable to this Note and an
assumption that the maturity of this Note will not be accelerated. If the
period from the Original Issue Date 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
interest rate borne by this Note will be determined as follows: 


8









	
  

 	
  

 
	
  

 	
           (i)
 Unless the Interest Category of this Note is specified on the face hereof as
 a “Floating Rate/Fixed Rate Note” or an “Inverse Floating Rate Note” or the
 face hereof specifies that either “Other/Additional Provisions” or an
 Addendum hereto applies, in each case, relating to a different interest rate
 formula, this Note shall be designated as a “Regular Floating Rate Note” and,
 except as set forth below or specified on the face hereof or in an Addendum
 hereto, shall 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 on the face hereof. Commencing on the Initial Interest Reset Date,
 the rate at which interest on this Note shall be payable shall be reset as of
 each Interest Reset Date specified on the face hereof; provided, however,
 that the interest rate in effect for the period, if any, from the Original
 Issue Date to, but excluding, the Initial Interest Reset Date shall be the
 Initial Interest Rate. 

 
	
  

 	
  

 
	
  

 	
           (ii)
 If the Interest Category of this Note is specified on the face hereof as a
 “Floating Rate/Fixed Rate Note”, then, except as set forth below or specified
 on the face hereof or in an Addendum hereto, this Note shall 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 on the face hereof.
 Commencing on the Initial Interest Reset Date, the rate at which interest on
 this Note shall be payable shall be reset as of each Interest Reset Date; provided,
 however, that (y) the interest rate in effect for the period from the
 Original Issue Date to, but excluding, the Initial Interest Reset Date shall
 be the Initial Interest Rate and (z) the interest rate in effect for the
 period commencing on, and including, the Fixed Rate Commencement Date
 specified on the face hereof to the Maturity Date shall be the Fixed Interest
 Rate specified on the face hereof 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 on the face hereof as an
 “Inverse Floating Rate Note”, then, except as set forth below or specified on
 the face hereof or in an Addendum hereto, this Note shall 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 on the face hereof; provided, however, that the
 interest rate hereon shall not be less than zero percent. Commencing on the
 Initial Interest Reset Date, the rate at which interest on this Note shall be
 payable shall be reset as of each Interest Reset Date; provided, however,
 that the interest rate in effect for the period from the Original Issue Date
 to, but excluding, the Initial Interest Reset Date shall be the Initial
 Interest Rate. 

 



          Except
as set forth above or specified on the face hereof or in an Addendum hereto,
the interest rate in effect on each day shall be (i) if such day is an Interest
Reset Date, the interest rate determined as of the Interest Determination Date
(as defined below) immediately preceding such Interest Reset Date or (ii) if
such day is not an Interest Reset Date, the interest rate determined as of the
Interest Determination Date immediately preceding the most recent Interest
Reset Date; provided, however, that the interest rate in effect
for the period, if any, from the Original Issue Date to, but excluding, the
Initial Interest Reset Date shall be the Initial Interest 


9





Rate. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding Business Day,
except that if EURIBOR or LIBOR is an applicable Interest Rate Basis and such
Business Day falls in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day. In addition, if the
Treasury Rate is an applicable Interest Rate Basis and the Interest
Determination Date would otherwise fall on an Interest Reset Date, then such
Interest Reset Date will be postponed to the next succeeding Business Day. 


          The
interest rate applicable to each Interest Reset Period commencing on the
related Interest Reset Date will be determined by the Calculation Agent as of
the applicable Interest Determination Date and will be calculated by the
Calculation Agent on or prior to the Calculation Date (as defined below). The
determination of any interest rate by the Calculation Agent will be final and
binding absent manifest error. The “Interest Determination Date” with respect
to the CD Rate and the Commercial Paper Rate shall be the second Business Day
immediately preceding the applicable Interest Reset Date; the “Interest
Determination Date” with respect to the CMT Rate shall be the second U.S.
Government Securities Business Day immediately preceding the applicable
Interest Reset Date; the “Interest Determination Date” with respect to the
Prime Rate shall be the Business Day immediately preceding the applicable
Interest Reset Date; the “Interest Determination Date” with respect to the
Eleventh District Cost of Funds Rate shall be the last Business Day of the
month immediately preceding the applicable Interest Reset Date on which the
Federal Home Loan Bank of San Francisco (the “FHLB of San Francisco”) publishes
the Index (as defined below); the “Interest Determination Date” with respect to
the Federal Funds Rate shall be the applicable Interest Reset Date; the
“Interest Determination Date” with respect to LIBOR shall be the second London
Banking Day immediately preceding the applicable Interest Reset Date, unless
the Designated LIBOR Currency is the British pounds sterling, in which case the
Interest Determination Date will be the applicable Interest Reset Date; and the
Interest Determination Date with respect to EURIBOR shall be the second Target
Settlement Day immediately preceding the applicable Interest Reset Date. The
“Interest Determination Date” with respect to the Treasury Rate shall be the
day in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (i.e., Treasury Bills
are normally sold at an auction held on Monday of each week, unless such Monday
is a legal holiday, in which case the auction is normally held on the
immediately succeeding Tuesday, except that such auction may be held on the
preceding Friday) or, if no auction is held for a particular week, the first
Business Day of that week; provided, however, that if an auction is held on the
Friday of the week preceding the applicable Interest Reset Date, the “Interest
Determination Date” shall be such preceding Friday; provided, further that if
the Interest Determination Date would otherwise fall on an Interest Reset Date,
then such Interest Reset Date will be postponed to the next succeeding Business
Day. If the interest rate of this Note is determined with reference to two or
more Interest Rate Bases specified on the face hereof, the “Interest
Determination Date” pertaining to this Note shall be the most recent Business
Day which is at least two Business Days prior to the applicable Interest Reset
Date on which each Interest Rate Basis is determinable. Each Interest Rate
Basis shall be determined as of such date, and the applicable interest rate
shall take effect on the related Interest Reset Date.  


          Subject
to applicable provisions of law, and unless otherwise specified on the face
hereof or in an Addendum hereto, the rate with respect to each Interest Rate
Basis will be determined in accordance with the applicable provisions below. 


10





          CD
Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a “CD Rate Interest Determination Date”) as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified on the face hereof published in H.15(519)
(as defined below) under the caption “CDs (secondary market)”, or, if not
published by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on such CD Rate Interest Determination Date for negotiable United States
dollar certificates of deposit of the Index Maturity specified on the face
hereof published in H.15 Daily Update (as defined below), or such other
recognized electronic source used for the purpose of displaying such rate,
under the caption “CDs (secondary market).” If such rate is not yet published
in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by the Calculation
Agent specified on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such CD
Rate 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 market banks for
negotiable United States dollar certificates of deposit with a remaining
maturity closest to the Index Maturity specified on the face hereof in an
amount that is representative for a single transaction in that market at that
time; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate determined as
of such CD Rate Interest Determination Date will be the CD Rate in effect on
such CD Rate 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
and available on their website via http://www.federalreserve.gov/releases/h15/
or any successor site or publication. 


          “H.15
Daily Update” means the daily update of H.15(519), published by the Board of
Governors of the Federal Reserve System and available on their website at
http://www.federalreserve.gov/releases/h15/update/default.htm or any successor
site or publication. 


          CMT
Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination Date (a “CMT Rate Interest Determination Date”) in
accordance with the following provisions: 


          (i)
if Reuters Page FRBCMT (as defined below) is specified above, the percentage
equal to the yield for United States Treasury securities at “constant maturity”
having the Index Maturity specified on the face hereof published in H.15(519)
under the caption “Treasury constant maturities”, as the yield is displayed on
Reuters, (“Reuters”) (or any successor service) on page FRBCMT, or any other page
as may that specified page on that service (“Reuters Page FRBCMT”) or, if not
displayed on Reuters, as displayed on the Bloomberg L.P. (“Bloomberg”) service
(or any successor service) on page NDX 7 (or any other page as may replace the
specified page on that service) (“Bloomberg Page NDX 7”), for such CMT Rate
Interest Determination Date. If such rate does not appear on Reuters Page
FRBCMT or Bloomberg Page NDX 7, as the case may be, the CMT Rate on such CMT
Rate Interest Determination Date will be the percentage equal to the yield for
United States Treasury securities at “constant maturity” 


11





having the
Index Maturity specified on the face hereof and for such CMT Rate Interest Determination Date published in
H.15(519) under the caption “Treasury constant maturities”. If such rate does
not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination
Date will be the rate on such CMT Rate Interest Determination Date for the
period of the Index Maturity specified on the face hereof as may then be
published by either the Federal Reserve System Board of Governors 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 Federal Reverse System Board of Governors 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 on the
face hereof for such CMT Rate Interest Determination Date, the CMT Rate on such
CMT Rate 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 CMT Rate 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 on the face hereof, a remaining term to
maturity no more than one year shorter than the Index Maturity specified on the
face hereof 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
CMT Rate 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 CMT
Rate 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
CMT Rate 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 longer
than the Index Maturity specified on the face hereof, a remaining term to
maturity closest to the Index Maturity specified on the face hereof, 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 CMT Rate 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 CMT Rate Interest Determination Date will be the CMT Rate in effect on
such CMT Rate Interest Determination Date. If two such United States Treasury
securities with an original maturity longer than the Index Maturity specified
on the face hereof have remaining terms to maturity equally close to the Index
Maturity specified on the face hereof, the quotes for the Treasury security
with the shorter original term to maturity will be used. 


          (ii)
if Reuters Page FEDCMT (as defined below) 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 on the face hereof 


12





published in
H.15(519) under the caption “Treasury constant maturities”, as such yield is
displayed on Reuters (or any successor service) on page FEDCMT, or any other
page as may replace that specified page on that service (“Reuters Page FEDCMT”)
or, if not so displayed on Reuters, as displayed on the Bloomberg service (or
any successor service) on Bloomberg Page NDX 7, for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in
which such CMT Rate Interest Determination Date falls. If such rate does not
appear on the Reuters Page FEDCMT or Bloomberg Page NDX 7, as the case may be,
the CMT Rate on such CMT Rate 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 on the face hereof and for the week or month, as
applicable, preceding such CMT Rate Interest Determination Date 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 CMT Rate 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 on the face hereof 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 CMT
Rate Interest Determination Date falls. If the one-week or one-month, as
specified above, average yield on United States Treasury securities at
“constant maturity” having the Index Maturity specified on the face hereof for
the applicable week or month is not published, the CMT Rate on such CMT Rate
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 CMT
Rate 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 on the face hereof, a remaining term to
maturity of no more than 1 year shorter than the Index Maturity specified on
the face hereof 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
CMT Rate 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 CMT Rate 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 CMT Rate
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 longer
than the Index Maturity specified on the face hereof, a remaining term to
maturity closest to the Index Maturity specified on the face hereof 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 CMT Rate 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 CMT Rate Interest



13






Determination
Date will be the CMT Rate in effect on such CMT Rate Interest Determination
Date. If two such United States Treasury securities with an original maturity
longer than the Index Maturity specified on the face hereof have remaining
terms to maturity equally close to the Index Maturity specified on the face
hereof, the quotes for the United States Treasury security with the shorter
original remaining term to maturity will be used.


          Commercial
Paper Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the Commercial Paper Rate, the Commercial Paper Rate shall be
determined as of the applicable Interest Determination Date (a “Commercial
Paper Rate Interest Determination Date”) as the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index Maturity
specified on the face hereof published in H.15(519) under the caption
“Commercial Paper-Nonfinancial” or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Money Market Yield of the rate
on such Commercial Paper Rate Interest Determination Date for commercial paper
having the Index Maturity specified on the face hereof published in H.15 Daily
Update, or other recognized electronic source used for the purpose of
displaying such rate, under the caption “Commercial Paper-Nonfinancial.” If
such rate is not so published in H.15(519), H.15 Daily Update or another
recognized electronic source by 3:00 P.M., New York City time, on such
Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate
Interest Determination Date will be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
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 on the face hereof 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 so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate determined as of such
Commercial Paper Rate Interest Determination Date will be the Commercial Paper
Rate in effect on such Commercial Paper Rate Interest Determination Date.


          “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 applicable Interest Reset Period.


          Eleventh
District Cost of Funds Rate. If an Interest Rate Basis for this Note is
specified on the face hereof as the Eleventh District Cost of Funds Rate, the
Eleventh District Cost of Funds Rate shall be determined as of the applicable
Interest Determination Date (an “Eleventh District Cost of Funds Rate Interest
Determination Date”) as the rate equal to the monthly weighted average cost of
funds for the calendar month immediately preceding the month in which such
Eleventh District Cost of Funds Rate Interest Determination Date falls, as set
forth under the caption “11TH District” on the display on Reuters (or any
successor service) on page COFI/ARMS or any other page as may replace that
specified page on such service (“Reuters Page COFI/ARMS”) or, if not so
displayed on Reuters, as displayed on the Bloomberg service 


14





(or any successor
service) on page ALLX COF (or any other page as may replace the specified page
on that service) (“Bloomberg Page ALLX COF”), in each case as of 11:00 A.M.,
San Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Reuters Page COFI/ARMS or
Bloomberg Page ALLX COF, as the case may be, on such Eleventh District Cost of
Funds Rate Interest Determination Date, then the Eleventh District Cost of
Funds Rate on such Eleventh District Cost of Funds Rate Interest Determination
Date shall be the monthly weighted average cost of funds paid by member
institutions of the Eleventh Federal Home Loan Bank District that was most
recently announced (the “Index”) by the FHLB of San Francisco as such cost of
funds for the calendar month immediately preceding such Eleventh District Cost
of Funds Rate Interest Determination Date. If the FHLB of San Francisco fails
to announce the Index on or prior to such Eleventh District Cost of Funds Rate
Interest Determination Date for the calendar month immediately preceding such
Eleventh District Cost of Funds Rate Interest Determination Date, the Eleventh
District Cost of Funds Rate determined as of such Eleventh District Cost of
Funds Rate Interest Determination Date will be the Eleventh District Cost of
Funds Rate in effect on such Eleventh District Cost of Funds Rate Interest
Determination Date.


          EURIBOR.
If an Interest Rate Basis for this Note is specified on the face hereof as
EURIBOR, EURIBOR shall be determined as of the applicable Interest
Determination Date (a “EURIBOR Interest Determination Date”) as (i) 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 on the face hereof,
commencing on the applicable Interest Reset Date, as that rate appears on
Reuters (or any successor service) on page EURIBOR01, or any other page as may
replace that specified page on that service (“Reuters Page EURIBOR01”) as of
11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, or (ii)
if the rate referred to in clause (i) does not appear on Reuters Page
EURIBOR01, or is not so published by 11:00 A.M., Brussels time, on such EURIBOR
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 reference banks in the Euro-zone interbank market to provide the
Calculation Agent with its offered quotation for deposits in euros for the
period of the Index Maturity specified on the face hereof, 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 EURIBOR Interest
Determination Date and in a principal amount not less than the equivalent of
U.S. $1 million in euros that is representative for a single transaction in
euro in that market at that time, or (iii) if fewer than two quotations
referred to in clause (ii) are so provided, the rate on such EURIBOR Interest Determination
Date calculated by the Calculation Agent as the arithmetic mean of the rates
quoted at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest
Determination Date by four major banks in the Euro-zone for loans in euro to
leading European banks, having the Index Maturity specified on the face hereof,
commencing on the applicable Interest Reset Date and in a principal amount not
less than the equivalent of U.S. $1 million in euros that is representative for
a single transaction in euros in that market at that time, or (iv) if the banks
so selected by the Calculation Agent are not quoting as mentioned in clause
(iii), EURIBOR in effect on such EURIBOR 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 treaty establishing the European
Community, as amended by the treaty on the European Union.


15





          Federal
Funds Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the Federal Funds Rate, the Federal Funds Rate shall be
determined as of the applicable Interest Determination Date (a “Federal Funds
Rate Interest Determination Date”) in accordance with the following provisions:


	
  

 	
  

 
	
  

 	
      (1)
 if “Federal Funds (Effective) Rate” is specified on the face hereof, the
 Federal Funds Rate determined as of the applicable Federal Funds Rate
 Interest Determination Date shall be:

 






	
  

 	
  

 
	
  

 	
      (a)
 the rate on such date for United States dollar federal funds as published in
 H.15(519) under the heading “Federal funds (effective),” and that is
 displayed on Reuters, or any successor service, on page FEDFUNDS1 or any
 other page as may replace that specified page on that service (“Reuters Page
 FEDFUNDS1”) under the heading “EFFECT”, or

 
	
  

 	
  

 
	
  

 	
      (b)
 if such rate does not appear on Reuters Page FEDFUNDS1 or is not so published
 by 3:00 P.M., New York City time, on the related Calculation Date, the rate
 with respect to such Federal Funds Rate Interest Determination Date for
 United States dollar federal funds as published in H.15 Daily Update, or such
 other recognized electronic source used for the purpose of displaying the
 applicable rate, opposite the caption “Federal funds (effective)”, or

 
	
  

 	
  

 
	
  

 	
      (c)
 if such rate does not appear on Reuters Page FEDFUNDS1 or is not so published
 in H.15(519), H.15 Daily Update or another recognized electronic source by
 3:00 P.M., New York City time, on the related Calculation Date, the rate on
 such Federal Funds Rate Interest Determination Date calculated by the
 Calculation Agent as 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, before 9:00 A.M., New
 York City time on such Federal Funds Rate Interest Determination Date, provided,
 however, that if the brokers so selected by the Calculation Agent are
 not quoting as mentioned in this sentence, the Federal Funds Rate determined
 as of such Federal Funds Rate Interest Determination Date will be the Federal
 Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

 






	
  

 	
  

 
	
  

 	
      (2) if
 “Federal Funds Open Rate” is specified on the face hereof, the Federal Funds
 Rate determined as of the applicable Federal Funds Rate Interest
 Determination Date shall be:

 






	
  

 	
  

 
	
  

 	
      (a)
 the rate on such date under the heading “Federal Funds” for the Index
 Maturity specified on the face hereof and opposite the caption “Open” as such
 rate is displayed on Reuters, or any successor service, on page 5 or any
 other page as may replace that specified page on that service (“Reuters Page
 5”), or

 
	
  

 	
  

 
	
  

 	
      (b)
 if such rate does not appear on Reuters Page 5 or is not so published by 3:00
 P.M., New York City time, on the related Calculation Date, the rate with
 respect to such Federal Funds Rate Interest Determination Date displayed on
 the FFPREBON Index Page on the Bloomberg service, which is the Fed Funds
 Opening Rate as reported by Prebon Yamane (or its successor) on Bloomberg, or

 


16









	
  

 	
  

 
	
  

 	
      (c)
 if such rate does not appear on the FFPREBON Index page on Bloomberg or
 another recognized electronic source or is not so published by 3:00 P.M., New
 York City time, on the related Calculation Date, the rate on such Federal
 Funds Rate Interest Determination Date calculated by the Calculation Agent as
 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, before 9:00 A.M., New York City time on such Federal
 Funds Rate Interest Determination Date, provided, however, that
 if the brokers so selected by the Calculation Agent are not quoting as
 mentioned in this sentence, the Federal Funds Rate determined as of such
 Federal Funds Rate Interest Determination Date will be the Federal Funds Rate
 in effect on such Federal Funds Rate Interest Determination Date.

 






	
  

 	
  

 
	
  

 	
      (3)
 if “Federal Funds Target Rate” is specified on the face hereof, the Federal
 Funds Rate determined as of the applicable Federal Funds Rate Interest
 Determination Date shall be:

 






	
  

 	
  

 
	
  

 	
      (a)
 the rate on such date displayed on the FDTR Index Page on Bloomberg, or

 
	
  

 	
  

 
	
  

 	
      (b)
 if such rate does not appear on the FDTR Index Page on Bloomberg or is not so
 published by 3:00 P.M., New York City time, on the related Calculation Date,
 the rate with respect to such Federal Funds Rate Interest Determination Date
 appearing on Reuters on page USFFTARGET= or any other page as may replace
 that specified page on that service (“Reuters Page USFFTARGET=“), or

 
	
  

 	
  

 
	
  

 	
      (c)
 if such rate does not appear on Reuters Page USFFTARGET= or is not so published
 by 3:00 P.M., New York City time, on the related Calculation Date, the rate
 on such Federal Funds Rate Interest Determination Date calculated by the
 Calculation Agent as 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, before 9:00 A.M., New
 York City time, on such Federal Funds Rate Interest Determination Date, provided,
 however, that if the brokers so selected by the Calculation Agent are
 not quoting as mentioned in this sentence, the Federal Funds Rate determined
 as of such Federal Funds Rate Interest Determination Date will be the Federal
 Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

 



          LIBOR.
If an Interest Rate Basis for this Note is specified on the face hereof as
LIBOR, LIBOR shall be determined by the Calculation Agent as of the applicable
Interest Determination Date (a “LIBOR Interest Determination Date”) in
accordance with the following provisions: 


          (i)
LIBOR will be the rate for deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof, commencing on the applicable
Interest Reset Date, that appears on the Designated LIBOR Page (as defined
below) as of 11:00 A.M., London time, on such LIBOR Interest Determination
Date; or if no such rate so appears, LIBOR on such LIBOR Interest Determination
Date will be determined in accordance with the provisions described in clause
(ii) below.


          (ii)
With respect to a LIBOR Interest Determination Date on which no rate appears on
the Designated LIBOR Page as specified in clause (i) above, or is not so
published by 11:00 A.M., 


17





London time,
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 on the face hereof, commencing on the applicable 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 LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in the Designated LIBOR Currency in
such market at such time. If at least two such quotations are so provided, then
LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two such quotations are so provided, then LIBOR
on such LIBOR Interest Determination Date as calculated by the Calculation
Agent will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., London time, in the applicable Principal Financial Center, on such LIBOR
Interest Determination Date by three major banks 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 on the
face hereof, commencing on the applicable Interest Reset Date immediately
following such Interest Determination Date, and in a principal amount that is
representative for a single transaction in the Designated LIBOR Currency in
such market at such time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in
effect on such LIBOR Interest Determination Date.


          “Designated
LIBOR Currency” means the currency specified on the face hereof as to which
LIBOR shall be calculated or, if no such currency is specified on the face
hereof, United States dollars.


          “Designated
LIBOR Page” means (a) if “Reuters Page LIBOR01” or “LIBOR01” is specified on
the face hereof, the display on Reuters (or any successor service) on page LIBOR01
or any page as may replace that specified page on that service, for the purpose
of displaying the London interbank rates of major banks for the Designated
LIBOR Currency, or (b) if “Reuters Page LIBOR02” or “LIBOR02” is specified on
the face hereof, the display on Reuters (or any successor service) on page
LIBOR02, or any page as may replace that specified page on that service, for
the purpose of displaying the London interbank rates of major banks for the
Designated LIBOR Currency.


          Prime
Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a “Prime Rate Interest Determination
Date”) as the rate on such date as such rate is published in H.15(519) opposite
the caption “Bank prime loan” or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Prime Rate Interest
Determination Date published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying such rate, opposite the
caption “Bank prime loan”, or if such rate is not so published in H.15(519),
H.15 Daily Update or another recognized electronic source by 3:00 P.M., New
York City time, on the related Calculation Date, the Prime Rate determined as
of such Prime Rate Interest Determination Date shall be calculated by the
Calculation Agent as the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Page USPRIME1 (as defined
below) as such bank’s prime rate or base lending rate as of 11:00 A.M., New
York City time, on such Prime Rate Interest Determination Date. If fewer than
four such rates so appear on the Reuters Page USPRIME1 by 3:00 P.M., New York
City time, on 


18





the related
Calculation Date, then the Prime Rate determined as of such Prime Rate Interest
Determination Date shall be calculated by the Calculation Agent as 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 Prime Rate 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 determined as of such Prime Rate
Interest Determination Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.


          “Reuters
Page USPRIME1” means the display on Reuters (or any successor service) on the
page USPRIME1 (or any other page as may replace that specified page on that
service) for the purpose of displaying prime rates or base lending rates of
major United States banks.


          Treasury
Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the Treasury Rate, the Treasury Rate shall be determined as of the
applicable Interest Determination Date (a “Treasury Rate Interest Determination
Date”) as the rate from the auction held on such Treasury Rate Interest
Determination Date (the “Auction”) of direct obligations of the United States
(“Treasury Bills”) having the Index Maturity specified on the face hereof under
the caption “INVEST RATE” on the display on Reuters (or any successor service)
on page USAUCTION 10, or any other page as may replace that specified page on
that service (“Reuters Page USAUCTION 10”) or page USAUCTION 11, or any other
page as may replace that specified page on that service (“Reuters Page
USAUCTION 11”) or, if not so displayed on Reuters, as displayed on the
Bloomberg service (or any successor service) on page AUCR 18 (or any other page
as may replace that page on that service) or, if such rate not so published by
3:00 P.M., New York City time, on the related Calculation Date, the Bond
Equivalent Yield of the auction rate of such Treasury Bills as 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 Treasury on such
Calculation Date, or if no such Auction is held, then the Treasury Rate
determined as of such Treasury Rate Interest Determination Date shall be the
Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination
Date of Treasury Bills having the Index Maturity specified on the face hereof
published in H.15(519) under the caption “U.S. government securities/Treasury
bills (secondary market)” or, if not yet published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Treasury Rate Interest
Determination Date of such Treasury Bills published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying such
rate, under the caption “U.S. government securities/Treasury bills(secondary
market).” If such rate is not yet published in H.15(519), H.15 Daily Update or
another recognized electronic source by 3:00 P.M., New York City time, on the
related Calculation Date, then the Treasury Rate determined as of such Treasury
Rate Interest Determination Date shall be calculated by the Calculation Agent
as 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 Treasury Rate
Interest Determination Date, of three leading 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 on the
face hereof; provided, however, that if the dealers so selected
by the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate determined as of such Treasury Rate Interest Determination Date
shall be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.


19





          “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
Reset Period.


          Any
provision contained herein, including the determination of an Interest Rate
Basis, the specification of an Interest Rate Basis, calculation of the interest
rate applicable to this Note, its Interest Payment Dates or any other matter
relating thereto may be modified as specified in an Addendum relating hereto if
so specified above. 


          Notwithstanding
the foregoing, the interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any,
specified above. In addition to any maximum Interest Rate applicable hereto
pursuant to the above provisions, 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 the United States law of general application. 


          The
Calculation Agent shall calculate the interest rate hereof in accordance with
the foregoing on or before each Calculation Date. At the request of the Holder
hereof, the Calculation Agent will provide to the Holder hereof the interest
rate hereon then in effect and, if determined, the interest rate which will
become effective as of the next Interest Reset Date. 


          The
“Calculation Date”, if applicable, pertaining to any Interest Determination
Date shall be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if 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 the Maturity Date, as the case may be. At the request
of the Holder hereof, the Calculation Agent will provide to the Holder hereof
the interest rate hereon then in effect and, if determined, the interest rate
that will become effective as a result of a determination made for the next
succeeding Interest Reset Date.


          Accrued
interest hereon shall be an amount calculated by multiplying the principal
amount hereof by an accrued interest factor. Such accrued interest factor shall
be computed by adding the interest factor calculated for each day in the
applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate,
EURIBOR, the Federal Funds Rate, LIBOR or the Prime Rate is an applicable
Interest Rate Basis or by the actual number of days in the year if the CMT Rate
or the Treasury Rate is an applicable Interest Rate Basis. Unless otherwise
specified as the Day Count Convention on the face hereof, the interest factor
for this Note, if the interest rate is calculated with reference to two or more
Interest Rate Bases, shall be calculated in each period in the same manner as
if only the applicable Interest Rate Basis specified on the face hereof
applied.


20





          All
percentages resulting from any calculation on this Note shall be rounded to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from
such calculation on this Note shall be rounded, in the case of United States
dollars, to the nearest cent or, in the case of a foreign currency, to the
nearest unit (with one-half cent or unit being rounded upwards).


          If
an Event of Default shall occur and be continuing, the principal of the Notes
may be accelerated in the manner and with the effect provided in the Indenture.


          The
Indenture permits the amendment thereof for specified purposes, including,
among other things, curing ambiguities and correcting inconsistencies, by the
Company and the Trustee without the consent of the Holders. The Indenture also
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 any series of Debt Securities to be adversely affected thereby
at any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of each series of Debt Securities at the
time outstanding, adversely affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the outstanding Debt Securities of each series, on behalf
of the Holders of Debt Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.


          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 principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.


          As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note may be registered on the Security Register of the
Company upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
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 by his attorney duly authorized in writing, and thereupon one
or more new Notes of Authorized Denominations and for the same aggregate
principal amount with the same terms and provisions, will be issued by the
Company to the designated transferee or transferees.


          The
Notes are issuable only in registered form without coupons and, if payable in
U.S. dollars, only in denominations of U.S.$1,000 and any integral multiple of
U.S.$1,000. 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 denomination, as
requested by the Holder surrendering the same.


          No
service charge shall 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.


21





          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 Holder 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, except as required by law.


          THE
INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.


          Capitalized
terms used herein without definition which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


22





ABBREVIATIONS


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TEN COM

 	
 -

 	
 as tenants
 in common

 	
 UNIF GIFT
 MIN ACT - ______ Custodian _____

 
	
 TEN ENT

 	
 -

 	
 as tenants
 by the entireties

 	
  

 	
 (Cust)               (Minor)

 
	
 JT TEN

 	
 -

 	
 as joint
 tenants with right of

 	
  

 	
 under Uniform Gifts to Minors

 
	
  

 	
  

 	
 survivorship
 and not as tenants

 	
  

 	
 Act_____________________

 
	
  

 	
  

 	
 in common

 	
  

 	
 (State)

 






	
  

 	
  

 	
  

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

 
	
  

 
	
  

 	

 


 	
  

 


23





ASSIGNMENT


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)

 
	
  

 
	
  

 
	
 this Note
 and all rights thereunder hereby irrevocably constituting and appointing

 
	
  

 
	
 ________________________________________________________________________________________________________________________Attorney
 

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	

 


 
	
  

 	
 

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Notice: The
 signature(s) on this Assignment must correspond with the name(s) as written
 upon the face of this Note in every particular, without alteration or
 enlargement or any change whatsoever.

 


24





[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 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon 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 Trustee must receive at its corporate trust office
in the Borough of Manhattan, The City of New York, currently located at 101
Barclay Street, New York, New York 10286 not more than 60 nor less than 30 calendar days prior to the Repayment Date,
this Note with this “Option to Elect Repayment” form duly completed.


          If
less than the entire principal amount of this Note is to be repaid, specify the
portion hereof (which shall be increments of U.S.$1,000, provided that any
remaining principal amount shall be at least U.S.$1,000 unless otherwise
specified in the Note) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S.$1,000 or an integral
multiple thereof) 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).


	
  

 	
  

 	
  

 	
  

 
	
 Principal
 Amount

 	
  

 	
  

 
	
 to be
 Repaid: $____________________

 	
  

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

 
	
  

 	
  

 
	
 Date:

 	
  

 	
  

 
	
  

 	
  

 	
  

 


25