Exhibit 4.4


 


[SENIOR FLOATING RATE NOTE]


 


[Face
of Note]


 


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


 


IF THIS SECURITY IS A GLOBAL
SECURITY REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE OF THE DEPOSITORY
TRUST COMPANY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED OFFICER OF
THE DEPOSITORY TRUST COMPANY, THEN UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER PERSON, 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.


 


ANY UNITED STATES PERSON WHO
HOLDS THIS NOTE WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME
TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF
THE INTERNAL REVENUE CODE.


 


NO OFFSHORE ASSOCIATE MAY
DIRECTLY OR INDIRECTLY ACQUIRE THIS SECURITY OR ANY INTEREST IN OR RIGHT IN
RESPECT OF THIS SECURITY (OTHER THAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS
SECURITY OR SUCH INTEREST OR RIGHT IN THE CAPACITY OF A DEALER, MANAGER OR
UNDERWRITER IN RELATION TO THE PLACEMENT OF THE SECURITY, INTEREST OR RIGHT, OR
A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR RESPONSIBLE ENTITY OF A
REGISTERED SCHEME WITHIN THE MEANING OF THE CORPORATIONS ACT 2001 OF
AUSTRALIA).  (“OFFSHORE ASSOCIATE” MEANS
AN ASSOCIATE (AS DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936
(CTH) (“TAX ACT”)) OF THE CORPORATION THAT IS EITHER A NON RESIDENT OF THE
COMMONWEALTH OF AUSTRALIA WHICH DOES NOT ACQUIRE THE SECURITIES IN CARRYING ON
A BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR,
ALTERNATIVELY, A RESIDENT OF AUSTRALIA THAT ACQUIRES THE SECURITIES IN CARRYING
ON BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.)


 


EACH PERSON WHO DIRECTLY OR
INDIRECTLY ACQUIRES THIS SECURITY OR SUCH INTEREST OR RIGHT IS, BY ACQUIRING
THIS SECURITY OR AN INTEREST OR RIGHT IN RESPECT OF THIS SECURITY, TAKEN TO
HAVE WARRANTED IN FAVOUR OF THE CORPORATION THAT THE PERSON IS NOT AN OFFSHORE
ASSOCIATE TO WHOM THIS RESTRICTION APPLIES.


 


ANY OFFSHORE ASSOCIATE TO WHOM
THIS RESTRICTION APPLIES WHO DIRECTLY OR INDIRECTLY ACQUIRES THIS SECURITY OR
ANY INTEREST IN OR RIGHT IN RESPECT OF THIS SECURITY MAY BE SUBJECT TO
AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED TO RECEIVE ANY PAYMENT OF
ADDITIONAL AMOUNTS FROM THE CORPORATION IN RESPECT OF ANY AMOUNT DEDUCTED BY
THE CORPORATION ON ACCOUNT OF SUCH TAX FROM AMOUNTS PAYABLE UNDER THIS
SECURITY.


 


THIS SECURITY IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OF AMERICA OR
THE COMMONWEALTH OF AUSTRALIA.


 

















 


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


A.C.N. 005 357 522


	
  No.
  SNR/FLR-A

  	
  FLOATING RATE U.S. MEDIUM-TERM NOTE, SERIES A

  	
  CUSIP NO.

  



 


	
  PRINCIPAL
  AMOUNT AND CURRENCY OR CURRENCY UNIT:

  
	
   

  
	
  GLOBAL
  SECURITY:

  
	
   

  
	
  DENOMINATIONS
  (if necessary):

  
	
   

  
	
  OPTION
  TO RECEIVE PAYMENT IN SPECIFIED CURRENCY:

  
	
   

  
	
  ORIGINAL
  ISSUE DATE:

  
	
   

  
	
  STATED
  MATURITY:

  
	
   

  
	
  FINAL
  MATURITY DATE:

  
	
  (For
  Renewable and Extendible Notes only)

  
	
   

  
	
  COMPUTATION
  PERIOD:

  
	
   

  
	
  INDEX
  CURRENCY:

  
	
   

  
	
  INDEX
  MATURITY:

  
	
   

  
	
  INITIAL
  INTEREST RATE:

  
	
   

  
	
  INTEREST
  RATE BASIS:

  
	
   

  
	
  SPREAD
  (PLUS OR MINUS):

  
	
   

  
	
  SPREAD
  MULTIPLIER:

  
	
   

  
	
  MAXIMUM
  INTEREST RATE:

  
	
   

  
	
  MINIMUM
  INTEREST RATE:

  
	
   

  
	
  INTEREST
  PAYMENT PERIOD:

  
	
   

  
	
  INTEREST
  PAYMENT MONTH(S):

  
	
   

  
	
  INTEREST
  PAYMENT DATE(S):

  
	
   

  
	
  INTEREST
  RESET PERIOD:

  
	
   

  
	
  INTEREST
  RESET MONTH(S):

  
	
   

  
	
  INTEREST
  RESET DATE(S):

  
	
   

  
	
  INTEREST
  DETERMINATION DATE(S):

  
	
   

  
	
  RENEWABLE
  NOTE:

  
	
  Insert
  any other provisions or legends:

  
	
   

  
	
  REGULAR
  RECORD DATE(S):

  
	
   

  
	
  REDEMPTION
  DATE(S):

  
	
   

  
	
  REDEMPTION
  PERCENTAGE(S)/PRICE(S):

  
	
   

  
	
  REPAYMENT
  DATE(S)

  
	
  (OPTION
  OF HOLDER):

  
	
   

  
	
  REPAYMENT
  PERCENTAGE(S)/PRICE(S)

  
	
  (OPTION
  OF HOLDER): 

  
	
   

  
	
  NOTICE
  PERIOD:

  
	
   

  
	
  CALCULATION
  AGENT:

  
	
   

  
	
  EXCHANGE
  RATE AGENT:

  
	
   

  
	
  CALCULATION
  DATE:

  
	
   

  
	
  ALTERNATIVE
  RATE EVENT SPREAD:

  
	
   

  
	
  ORIGINAL
  ISSUE DISCOUNT SECURITY:

  
	
   

  
	
  TOTAL
  AMOUNT OF OID:

  
	
   

  
	
  OID
  AS A PERCENTAGE OF PRINCIPAL AMOUNT:

  
	
   

  
	
  YIELD
  TO MATURITY:

  
	
   

  
	
  EXTENDIBLE
  NOTE:

  
	
   

  
	
  EXTENSION PERIOD:

  



 


2

















 


AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED (A.B.N. 11 005 357 522), a corporation duly incorporated
under the laws of the Commonwealth of Australia (herein called the
“Corporation”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to, CEDE
& CO. or registered assigns, the principal amount specified above in the
currency or currency unit so specified (any currency or currency unit other
than U.S. dollars being hereinafter referred to as a “Specified Currency”) on
the Stated Maturity specified above, and to pay interest thereon, from and
including the Original Issue Date of this Security specified above (the
“Original Issue Date”) or from and including the most recent Interest Payment
Date (as hereinafter defined) to which interest on this Security (or any
Predecessor Security) has been paid or duly provided for, at a rate per annum
equal to the Initial Interest Rate specified above (the “Initial Interest
Rate”) until the first Interest Reset Date (as defined on the reverse hereof)
following the Original Issue Date and thereafter at a rate determined in
accordance with the provisions on the reverse hereof under the heading
“Determination of CD Rate”, “Determination of Commercial Paper Rate”,
“Determination of Prime Rate”, “Determination of Federal Funds Effective Rate”,
“Determination of LIBOR”, “Determination of Treasury Rate”, “Determination of
Australian Bank Bill Rate” or “Determination of CMT Rate”, depending upon
whether the Interest Rate Basis specified above is CD Rate, Commercial Paper
Rate, Prime Rate, Federal Funds Effective Rate, LIBOR, Treasury Rate,
Australian Bank Bill Rate or CMT Rate, subject in each case to the addition or
subtraction of the Spread, if any, shown above or to multiplication by the
Spread Multiplier, if any, shown 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 Corporation will make such payments in respect of this Security
in U.S. dollars in amounts determined as set forth on the reverse hereof.  Such interest shall be payable by the Corporation
monthly, quarterly, semi-annually or annually as specified above under
“Interest Payment Period” and, unless otherwise specified above under “Interest
Payment Date(s)”, such interest shall be payable by the Corporation on the
third Wednesday of the month or months specified above under “Interest Payment
Month(s)” in each year (or if any such day is not a Market Day (as defined on
the reverse hereof) with respect to this Security, on the next succeeding
Market Day with respect to this Security or, if the Interest Rate Basis
specified above is LIBOR and the next succeeding such Market Day falls in the
next calendar month, the next day preceding such Market Day) (each date so
specified above or, if none is so specified, determined as herein provided, an
“Interest Payment Date”) and at Maturity commencing on the first Interest
Payment Date next succeeding the Original Issue Date, or, if the Interest Reset
Period specified above is weekly and the Original Issue Date is after a Regular
Record Date and on or prior to the next succeeding Interest Payment Date, on
the second Interest Payment Date next succeeding the Original Issue Date.  The interest so payable, and punctually paid
or duly provided for, on any such Interest Payment Date will 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) next preceding such Interest Payment Date or such other Regular
Record Date 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
Original 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 Original 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 second Interest Payment Date. 
Any such interest which is payable, but not so punctually paid or duly
provided for, on any Interest Payment Date (“Defaulted Interest”) shall
forthwith cease to be payable to the Holder on such Regular Record Date and
such Defaulted Interest may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.


 


Payment of the principal of
and any premium and interest on this Security will be made upon presentation
or, at Maturity, surrender of this Security at the corporate trust office of
the Trustee in the Borough of Manhattan, The City of New York, or such other
office or agency of the Corporation 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 and private debts; provided, however, that payment of
the principal of and any premium and interest on this Security due at Maturity
will be made in


 


3

















 


immediately available funds at such corporate
trust office or such other offices or agencies if this Security is presented to
the Paying Agent in time for the Paying Agent or such other paying agent to
make such payments in accordance with its normal procedures; and provided,
further, that, at the option of the Corporation, payment of interest
(other than interest payable at Maturity) may be made by check mailed to the address
of the person entitled thereto as such address shall appear in the Security
Register; and, provided, further, that notwithstanding the
foregoing a Holder of US$10,000,000 or more in aggregate principal amount of
Securities of this series and tenor shall be entitled to receive payments of
interest, other than interest due at Maturity, by wire transfer of immediately
available funds to an account if appropriate wire transfer instructions have
been received by the Paying Agent or such other paying agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date; and, provided,
further, that notwithstanding the foregoing if (i) this Security is
denominated in a Specified Currency, (ii) the Holder hereof is entitled to
make, and has made, a Specified Currency Payment Election with respect to such
payment, (iii) the Exchange Rate Agent is able to convert such payments as
provided below and (iv) the Specified Currency is not unavailable due to the
imposition of exchange controls or other circumstances beyond the control of
the Corporation, then (a) the payment of principal of and any premium or
interest on this Security other than at 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 (b) any such payments 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 (unless the Specified Currency is
Australian dollars in which case such payment will be made to a bank office
located outside the United States) upon presentation of this Security to the
Paying Agent or any other paying agent in time for such wire transfer to be
made by the Paying Agent in accordance with its normal procedures.  Unless otherwise specified above, if this
Security is denominated in a Specified Currency, the Holder hereof may elect to
receive payments of the principal of and any premium or 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 corporate trust office referred to above on or prior to the
relevant Regular Record Date or the sixteenth day prior to Maturity, as the
case may be.  Such request may be in
writing (mailed or hand delivered) or by facsimile transmission.  A Holder may elect to receive payment in the
Specified Currency for all principal and any premium and interest payments 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 sixteenth day prior to Maturity, as the case may be.


 


All payments of, or in
respect of, principal of and any premium and interest on this Security will be
made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature
imposed or levied by or on behalf of the Commonwealth of Australia
(“Australia”) or any political subdivision thereof or any taxing authority
therein, unless such taxes, duties, assessments or governmental charges are
required by Australia or any such subdivision or authority to be withheld or
deducted.  In that event, the
Corporation will pay such Additional Amounts as will result (after deduction of
such taxes, duties, assessments or governmental charges and any additional
taxes, duties, assessments or governmental charges payable in respect of such)
in the payment to the Holder of this Security of the amounts which would
otherwise have been payable in respect of this Security had no such withholding
or deduction been required, subject to certain exceptions as set forth in
Article Ten of the Indenture.  Any
references herein to principal, premium or interest in respect hereof shall be
deemed to also refer to any Additional Amounts payable in respect thereof.


 


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.


 


4

















 


IN WITNESS WHEREOF, the
Corporation has caused this instrument to be duly executed by manual or
facsimile signature of the undersigned, thereunto duly authorized.


 


Dated:


 


 


	
   

  	
  AUSTRALIA AND NEW ZEALAND
  BANKING

  
	
   

  	
  GROUP LIMITED

  
	
   

  	
  A.B.N. 11 005 357 522

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein

referred to in the within-mentioned Indenture.


 


BANK ONE, N.A.

(formerly known as The First National Bank of Chicago), as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 


5

















 


[Reverse
of Note]


 


This Security is one of a
duly authorized issue of securities of the Corporation (the “Securities”)
issued and to be issued in one or more series under the Indenture, dated as of
February 28, 1996, the First Supplemental Indenture dated as of May 29, 1998
and the Second Supplemental Indenture dated as of
                  ,
2004 (the “Indenture”), entered into for the benefit of the Holders from time
to time of Securities among the Corporation and Bank One, N.A., (formerly known
as The First National Bank of Chicago), as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture) to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Corporation, the Trustee, the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. Provided,
however, that the Company may
from time to time or at any time, without the consent of the Holders of the
Securities, create and issue additional Securities with terms and conditions
identical to those of the Securities, which additional Securities shall
increase the aggregate principal amount of, and shall be consolidated and form
a single series with, the Securities


 


The Securities of this
series are direct, unsecured and unsubordinated obligations of the Corporation
and will rank pari  passu among themselves and at least pari
passu with all other outstanding unsecured and unsubordinated
obligations of the Corporation, present or future, other than obligations that
are preferred by statute or by operation of law.


 


This Security is one of the
series designated as “U.S. Medium Term Notes, Series A”, limited in aggregate
principal amount (or, in the case of Original Issue Discount Securities or
Securities with the amount payable in respect of principal or any premium or
interest to be determined by reference to the value, rate or price of one or
more specified indices (“Indexed Securities”), an aggregate initial offering
price) not to exceed US$1,500,000,000 (or, if Securities of this series
denominated in one or more Specified Currencies are issued by the Corporation,
the equivalent thereof in such Specified Currencies based upon the Market
Exchange Rate (as defined below) on the date the Corporation agreed to issue
such Securities).  Unless a greater
minimum denomination is specified on the face hereof, the Securities of this
series are issuable only as registered Securities, without coupons, in minimum
denominations of US$100,000 (or, in the case of Securities denominated in a
Specified Currency, the equivalent thereof in such Specified Currency on the
basis of the noon buying rate for cable transfers in The City of New York as
certified for customs purposes by (or, if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York (the “Market Exchange
Rate”) for such Specified Currency on the date the Corporation agrees to issue
such Security, rounded down to the nearest 1,000 units of such Specified
Currency) and in integral multiples of US$1,000 in excess thereof (or, in the
case of Securities denominated in a Specified Currency, 1,000 units of such
Specified Currency).  The Securities of
this series may be issued from time to time in various principal amounts and
currencies or currency units, may bear different Stated Maturities, may bear
interest, if any, at different rates, may be subject to different redemption
provisions, if any, and may otherwise vary.


 


The interest payable hereon
on any Interest Payment Date will be the interest accrued from and including
the Original Issue Date or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
to but excluding such Interest Payment Date; provided, however,
that if the Interest Reset Period specified on the face hereof is daily or
weekly, the interest payable on any Interest Payment Date will be the interest
accrued from and including the Original Issue Date or from and including the
day following the most recent Regular Record Date in respect of which interest
has been paid or duly provided for, as the case may be, to but excluding the
day following the Regular Record Date immediately preceding such Interest
Payment Date. Notwithstanding the foregoing, the interest payable at Maturity
will include interest accrued to but excluding the date of Maturity.  Accrued interest hereon shall be calculated
by multiplying the face 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 period
for which accrued interest is being calculated.  The interest factor for each such day (expressed as a decimal
rounded, if necessary, as described below) shall be computed by dividing the
interest rate (expressed as a decimal rounded, if necessary, as described
below) applicable to such day by (i) 360 if the Interest Rate Basis specified
on the face hereof is the Commercial Paper Rate, Prime Rate, CD Rate, Federal
Funds Effective Rate or LIBOR, (ii) the actual number of days in the year (365
or 366, as the case may be) if the Interest Rate Basis specified on the face
hereof is the Treasury Rate or CMT Rate, (iii) 365 if the Interest Rate Basis
specified on the face hereof is the Australian


 


6

















 


Bank Bill Rate or (iv) notwithstanding the
foregoing, the number of days in the Computation Period, if any, specified on
the face hereof.  Except as otherwise
provided herein, all percentages resulting from any calculation with respect to
this Security will be rounded, if necessary, 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) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
and all amounts in Specified Currencies used in or resulting from such
calculations will be rounded to the nearest cent and unit, respectively (with
one-half cent and one-half unit being rounded upwards).


 


The rate of interest on this
Security will be reset daily, weekly, monthly, quarterly, semi-annually or
annually, as specified on the face hereof under Interest Reset Period (each
date upon which interest is so reset as provided below being hereinafter referred
to as an “Interest Reset Date”), and the interest rate in effect on any day
shall be (a) if such day is an Interest Reset Date, the interest rate for such
Interest Reset Date or (b) if such day is not an Interest Reset Date the
interest rate for the immediately preceding Interest Reset Date; provided,
however, that the interest rate in effect for the period from the
Original Issue Date of this Security (or one or more Predecessor Securities) to
but excluding the first Interest Reset Date will be the Initial Interest Rate
specified on the face hereof. 
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 on the face hereof and in no event shall be
higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.  Unless otherwise specified on the face hereof and except as
provided in the next succeeding sentence, the Interest Reset Date with respect
to this Security will be, if the Interest Reset Period specified on the face
hereof is daily, each Market Day; if the Interest Reset Period specified on the
face hereof is weekly (unless the Interest Rate Basis specified on the face
hereof is the Treasury Rate), the Wednesday of each week; if the Interest Reset
Period specified on the face hereof is weekly and the Interest Rate Basis
specified on the face hereof is the Treasury Rate, except as otherwise provided
below, the Tuesday of each week; if the Interest Reset Period specified on the
face hereof is monthly, the third Wednesday of each month; if the Interest
Reset Period specified on the face hereof is quarterly, the third Wednesday of
each March, June, September and December; if the Interest Reset Period
specified on the face hereof is semi-annually, the third Wednesday of two
months in each year specified under “Interest Reset Month(s)” on the face
hereof; and if the Interest Reset Period specified on the face hereof is annually,
the third Wednesday of the one month in each year specified under “Interest
Reset Month(s)” on the face hereof. If, pursuant to the preceding sentence, any
Interest Reset Date would otherwise be a day that is not a Market Day (as
defined below) with respect to this Security, the Interest Reset Date shall be
the next succeeding day that is a Market Day with respect to this Security,
except that if the Interest Rate Basis specified on the face hereof is LIBOR
and the immediately succeeding such Market Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
such Market Day.  Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date
the rate of interest on this Security shall be the rate determined in
accordance with the provisions of the applicable heading below.


 


“Market Day” means
(a) with respect to any Note other than LIBOR Note, a Foreign Currency
Note or a Currency Indexed Note, any day that is a Business Day in The City of
New York, (b) with respect to LIBOR Notes only, any Business Day in The City of
New York on which dealings in deposits in U.S. dollars are transacted in the
London interbank market, (c) with respect to Foreign Currency Notes only (other
than Foreign Currency Notes that are Currency Indexed Notes or denominated in
Euros), any Business Day in The City of New York that is also a Business Day in
the principal financial center of the country of the Specified Currency or,
with respect to Foreign Currency Notes denominated in Australian dollars,
Melbourne, or (d) with respect to Foreign Currency Notes denominated in euro
only, any Business Day in The City of New York that is also designated as a
euro settlement day by the Euro Banking Association in Paris or otherwise
generally regarded in the euro interbank market as a day on which payments in
euro are made.


 


“Business Day”, when used
with respect to any Place of Payment or any other particular location, means
any day which is not a Saturday or Sunday and which is not a day on which
banking institutions in that place of payment or other location are authorized
or obligated by law, regulation or executive order to close.


 


Determination
of CD Rate.  If the Interest Rate Basis specified on the
face hereof is the CD Rate, the interest rate with respect to this Security for
any Interest Reset Date shall equal (a) the rate on the


 


7

















 


second Market Day with respect to this
Security immediately preceding such Interest Reset Date (the “CD Rate Interest
Determination Date”) for negotiable certificates of deposit having the Index
Maturity specified on the face hereof (i) as published in the weekly
statistical release entitled “Statistical Release H.15(519), Selected Interest
Rates”, or any successor publication, published by the Board of Governors of
the United States Federal Reserve System (“H.15(519)”) under the heading “CDs
(Secondary Market)” or (ii) if such rate is not so published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such CD Rate Interest
Determination Date, then as published in the daily statistical release entitled
“Composite 3:30 P.M. Quotations for U.S. Government Securities”, or any
successor publication, published by the Federal Reserve Bank of New York
(“Composite Quotations”) under the heading “Certificates of Deposit”, or
(b) if such rate is not published in either H.15(519) or Composite
Quotations by 9:00 A.M., New York City time, on such Calculation Date, the arithmetic
mean, as calculated by the Calculation Agent on such Calculation Date, 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 nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to the Index
Maturity specified on the face hereof in a denomination of U.S. $5,000,000; provided,
however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate shall be the
CD Rate in effect on such CD Rate Interest Determination Date (or if there was
no such Interest Reset Period, the CD Rate shall be the Initial Interest Rate).


 


Determination
of Commercial Paper Rate.  If the Interest Rate Basis specified on the
face hereof is the Commercial Paper Rate, the interest rate with respect to this
Security for any Interest Reset Date shall equal (a) the Money Market
Yield (calculated as described below) of the rate on the second Market Day with
respect to this Security immediately preceding such Interest Reset Date (the
“Commercial Paper Interest Determination Date”) for commercial paper having the
Index Maturity specified on the face hereof, (i) as published in H.15(519)
under the heading “Commercial Paper - Nonfinancial”, or (ii) if such rate
is not so published prior to 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Commercial Paper Interest Determination Date, then as
published in Composite Quotations under the heading “Commercial Paper -
Nonfinancial”, or (b) if such rate is not published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on such Calculation
Date, the Money Market Yield of the arithmetic mean, as calculated by the
Calculation Agent on such Calculation Date, of the offered rates, as of 11:00
A.M., New York City time, on such Commercial Paper Interest Determination Date,
of three leading dealers of 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 an industrial issuer whose bond rating
is “AA”, or the equivalent, from a nationally recognized rating agency; provided,
however, that if such dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate
shall be the Commercial Paper Rate in effect on such Commercial Paper Interest
Determination Date (or if there was no such Interest Reset Period, the
Commercial Paper Rate shall be the Initial Interest Rate).


 


“Money Market Yield” shall
be a yield (expressed as a percentage rounded upwards, if necessary, to the
next higher one-hundred thousandth of a percentage point), calculated in
accordance with the following formula:


 


	
   

  	
  D x 360

  	
   

  
	
  Money
  Market Yield =

  	
   

  	
  x 100,

  
	
   

  	
  360
  - (D x M)

  	
   

  



 


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


 


Determination
of Prime Rate.  If the Interest Rate Basis specified on the
face hereof is the Prime Rate, the interest rate with respect to this Security
for any Interest Reset Date shall equal (a) the rate on the second Market Day
with respect to this Security immediately preceding such Interest Reset Date
(the “Prime Rate Interest Determination Date”) as published in H.15(519) under
the heading “Bank Prime Loan”, (b) if such rate is not so published prior to
9:00 A.M., New York City time, on the Calculation Date pertaining to such Prime
Rate Interest Determination Date, the arithmetic mean, as calculated by the
Calculation Agent on such Calculation Date, of the rates of interest publicly
announced by each bank that appears on the display designated


 


8

















 


as page “USPRIME1” on the Reuters Monitor
Money Rates Service (or such other page as may replace the USPRIME1 page on
that service for the purpose of displaying prime rates or base lending rates of
major United States banks) (“Reuters Screen USPRIME1 Page”) as such bank’s
prime rate or base lending rate as in effect for that Prime Rate Interest
Determination Date, or (c) if fewer than four such rates but more than one such
rate appear on the Reuters Screen USPRIME1 Page for the Prime Rate Interest
Determination Date, the arithmetic mean of the prime 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 four major
money center banks in The City of New York selected by the Calculation Agent,
or (d) if fewer than two quotations are provided, the arithmetic mean of the
rates furnished in The City of New York by the appropriate number of substitute
banks or trust companies organized and doing business under the laws of the
United States, or any State thereof, having total equity capital of at least
U.S.$500,000,000 and being subject to supervision or examination by Federal or
State authority, selected by the Calculation Agent to provide such rate or
rates; provided, however, that if the banks or trust companies
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Prime Rate will be the Prime Rate in effect on such Prime
Rate Interest Determination Date (or if there was no such Interest Reset
Period, the Prime Rate shall be the Initial Interest Rate).


 


Determination
of Federal Funds Effective Rate.  If the Interest Rate Basis
specified on the face hereof is the Federal Funds Effective Rate, the interest
rate with respect to this Security for any Interest Reset Date shall equal (a)
the rate on the second Market Day with respect to this Security immediately
preceding such Interest Reset Date (the “Federal Funds Effective Interest
Determination Date”) for Federal Funds having the Index Maturity specified on
the face hereof (i) as published in H.15(519) under the heading “Federal Funds
(Effective)” or (ii) if such rate is not so published prior to 9:00 P.M., New
York City time, on the Calculation Date pertaining to such Federal Funds
Effective Interest Determination Date, then as published in Composite
Quotations under the heading “Federal Funds/ Effective Rate” or (b) if by 9:00
P.M., New York City time, on such Calculation Date such rate is not yet
published in either H.15(519) or Composite Quotations, the arithmetic mean, as
calculated by the Calculation Agent on such Calculation Date, of the rates, as
of 9:00 A.M., New York City time, on such Federal Funds Effective Interest
Determination Date, for the last transaction in overnight Federal Funds
arranged by three leading brokers of Federal Funds transactions in The City of
New York selected by the Calculation Agent; provided, however,
that if the brokers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Federal Funds Effective Rate will be
the Federal Funds Effective Rate in effect on such Federal Funds Effective
Interest Determination Date (or if there was no such Interest Reset Period, the
Federal Funds Rate shall be the Initial Interest Rate).


 


Determination
of LIBOR.  If the Interest Rate Basis specified on the
face hereof is LIBOR, the interest rate with respect to this Security for any
Interest Reset Date shall be determined by the Calculation Agent in accordance
with the following provisions:


 


(a)            With respect to any LIBOR Interest
Determination Date, LIBOR will be, as specified on the face hereof, determined
on the basis of either (i) the arithmetic mean of the offered rates for
deposits in the Index Currency specified on the face hereof (or if no currency
is specified, U.S. dollars) having the Index Maturity specified on the face
hereof, commencing on the second London Market Day immediately following such
LIBOR Interest Determination Date, which appear on the Reuters Screen LIBO Page
as of 11:00 A.M., London time, on that LIBOR Interest Determination Date, if at
least two such offered rates appear on the Reuters Screen LIBO Page (“LIBOR
Reuters”), or (ii) the rate for deposits in the Index Currency having the Index
Maturity designated on the face hereof, commencing on the second London Market
Day immediately following such LIBOR Interest Determination Date, that appears
on the Telerate Page specified on the face hereof (which, if the Index Currency
is U.S. dollars, will be Telerate page 3750) as of 11:00 A.M., London time, on
that LIBOR Interest Determination Date (“LIBOR Telerate”).  If neither LIBOR Reuters nor LIBOR Telerate
is specified on the face hereof, LIBOR will be determined as if LIBOR Telerate
had been specified.  If fewer than two
offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on
the Telerate Page, as applicable, LIBOR for such LIBOR Interest Determination
Date will be determined as described in (b) below.


 


(b)           With respect to a LIBOR Interest
Determination Date on which fewer than two offered rates for the applicable
Index Maturity appear on the Reuters Screen LIBO Page,


 


9

















 


as specified in (a)(i)
above, or on which no rate appears on Telerate Page, as specified in (a)(ii)
above, as applicable, LIBOR will be determined on the basis of the rates at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination
Date at which deposits in the Index Currency having the Index Maturity specified
on the face hereof are offered to prime banks in the London interbank market by
four major banks in the London interbank market selected by the Calculation
Agent commencing on the second London Market Day immediately following such
LIBOR Interest Determination Date and in a principal amount equal to an amount
of not less than US$1,000,000 (or the equivalent in the Index Currency) that in
the Calculation Agent’s judgment is representative for a single transaction in
such market at such time.  The Calculation
Agent will request the principal London office of each of such banks to provide
a quotation of its rate.  If at least
two such quotations are provided, LIBOR for such LIBOR Interest Determination
Date will be the arithmetic mean, as calculated by the Calculation Agent on
such Calculation Date, of such quotations. 
If fewer than two quotations are provided, LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean, as calculated by the Calculation
Agent on such Calculation Date, of the rates quoted at approximately 11:00
A.M., New York City time, on such LIBOR Interest Determination Date by three
major banks in the applicable principal financial center for the country of the
Index Currency, selected by the Calculation Agent, for loans in the Index
Currency to leading European banks having the specified Index Maturity
commencing on the second London Market Day immediately following such LIBOR
Interest Determination Date and in a principal amount equal to an amount of not
less than US$1,000,000 (or the equivalent in the Index Currency) that in the
Calculation Agent’s judgment is representative for a single transaction in such
market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR for such LIBOR Interest Determination Date will be the
LIBOR in effect on such LIBOR Interest Determination Date (or if there was no
such Interest Reset Period, LIBOR shall be the Initial Interest Rate).


 


“London Market Day” means
any day on which deposits in U.S. dollars are transacted in the London
interbank market;


 


Determination
of Treasury Rate.  If the Interest Rate Basis specified on the
face hereof is the Treasury Rate, the interest rate with respect to this
Security for any Interest Reset Date shall equal (a) the rate for the most
recent auction of direct obligations of the United States (“Treasury bills”)
having the Index Maturity shown on the face hereof as published in H.15(519)
under the heading “U.S. Government Securities - auction average (investment)”
on the Treasury Interest Determination Date (as defined below) or (b) if such
rate is not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Treasury Interest Determination Date, the auction
average rate (expressed as bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) for such auction as
otherwise announced by the United States Department of the Treasury or (c) in
the event that the results of the auction of Treasury bills having the Index
Maturity specified on the face hereof are not published or reported as provided
in (a) or (b) above by 3:00 P.M., New York City time, on such Calculation
Date or if no such auction is held in a particular week, the yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean, as calculated
by the Calculation Agent of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury 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 shown on the face hereof; provided, however,
that if such dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate shall be the Treasury
Rate on such Treasury Interest Determination Date (or if there was no such
Interest Reset Period, the Treasury Rate shall be the Initial Interest Rate).


 


The “Treasury Interest
Determination Date” pertaining to an Interest Reset Date will be the day on
which Treasury bills are auctioned for the week in which such Interest Reset
Date falls, or if no auction is held for such week, the Monday of such week (or
if Monday is a legal holiday, the next succeeding Market Day) and the Interest
Reset Date will be the Market Day immediately following such Treasury Interest
Determination Date.  If an auction is
held for such week on Monday or the preceding Friday, such Monday or


 


10

















 


preceding Friday shall be the Treasury Interest
Determination Date for such week, and the Interest Reset Date for such week
shall be the Tuesday of such week (or, if such Tuesday is not a Market Day, the
next succeeding Market Day).  If the
auction for such week is held on any day of such week other than Monday, then
such date shall be the Treasury Interest Determination Date and the Interest
Reset Date for such week shall be the next succeeding Market Day.


 


Determination
of Australian Bank Bill Rate.  If the Interest Rate Basis
specified on the face hereof is the Australian Bank Bill Rate, the interest
rate with respect to this Security for any Interest Reset Date shall equal the
rate on such Interest Reset Date (or, if such Interest Reset Date is not a
Market Day, the next succeeding Market Day) determined by the Calculation Agent
by taking the rate quoted on the Reuters Screen BBSW Page (or such other page
as may replace the Reuters Screen BBSW Page) (“Reuters Screen BBSW Page”) at or
about 10:00 A.M., Melbourne time, on such Interest Reset Date.  If such rate does not appear on the Reuters
Screen BBSW Page, the rate for that Interest Reset Date will be determined by
the Calculation Agent by taking the mean buying and selling rates for a bill
(which for the purpose of this definition means a bill of exchange of the type
specified for the purpose of quoting on the Reuters Screen BBSW Page) having a
tenor of the Index Maturity specified on the face hereof, quoted at
approximately 10:00 A.M., Melbourne time, on such Interest Reset Date by five
major financial institutions in the Australian market authorized to quote on
the Reuters Screen BBSW Page selected by the Calculation Agent on application
by the Calculation Agent, eliminating the highest and the lowest mean rates and
taking the arithmetic mean of the remaining mean rates and then, if necessary,
rounding the resulting figure upwards to four decimal places; provided, however,
that if the banks selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Australian Bank Bill Rate will be
the Australian Bank Bill Rate in effect on such Interest Reset Date (or if
there was no such Interest Reset Period, the Australian Bank Bill Rate shall be
the Initial Interest Rate).


 


Determination
of CMT Rate.  If the Interest Rate Basis specified on the
face hereof is the CMT Rate, the interest rate with respect to this Security
for any Interest Reset Date shall equal (a) the rate on the second Market Day
with respect to this Security immediately preceding such Interest Reset Date
(the “CMT Rate Interest Determination Date”) displayed on the Designated CMT
Telerate Page under the caption “... Treasury Constant Maturities.... Federal
Reserve Board Release H.15.... Mondays Approximately 3:45 p.m.,” under the
column for the Index Maturity for (i) if the Designated CMT Telerate Page is
7055, the rate on such CMT Rate Interest Determination Date and (ii) if the
Designated CMT Telerate page is 7052, the week or the month, as applicable,
ended immediately preceding the week or month, as applicable, in which the
related CMT Rate Interest Determination Date occurs or (b) if such rate is no
longer displayed on the relevant page, or if not displayed by 3:00 p.m., New
York City time, on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such Treasury Constant Maturity rate
for the Index Maturity as published in the relevant H.15(519) (or its
replacement) or (c) if such information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate for the 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 closing offer side prices as of approximately 3:30 p.m., New York City
time on the CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a “Reference Dealer”) in The City of New York (which may include
the Agents or their affiliates) selected by the Calculation Agent, for the most
recently issued direct noncallable fixed rate obligations of the United States
(“Treasury notes”) with an original maturity of approximately the Index
Maturity and remaining term to maturity of not less than such Index Maturity
minus one year or (d) if the Calculation Agent cannot obtain three such
Treasury notes quotations, the CMT Rate for 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 offer
side prices as of approximately 3:30 p.m., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City of New York,
for Treasury notes with an original maturity of the number of years that is the
next highest to the Index Maturity and a remaining term to maturity closest to
the Index Maturity and in an amount of at least $100,000,000; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate for such Interest Reset Date will be the same as
the CMT Rate for the immediately preceding Interest Reset Period (or, if there
was not such Interest Reset Period, the rate of interest payable on the CMT
Rate Notes for which the CMT Rate is being determined shall be the Initial
Interest Rate).  If two Treasury notes
with an original maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Index Maturity, the quotes for
the Treasury note with the shorter remaining term to maturity will be used.


 


11

















 


Renewable
Notes.  If it is indicated on the face hereof that
this is a “Renewable Note”, the Stated Maturity with respect to this Security
will be the Interest Payment Date specified on the face hereof (the “Initial
Maturity Date”), unless the Stated Maturity of all or any portion of the
principal amount of this Security is extended in accordance with the procedures
described below, unless modified as set forth on the face hereof.  On the Interest Payment Dates in January and
July in each year, unless different Interest Payment Dates are specified on the
face hereof (each such Interest Payment Date, an “Election Date”), the Stated
Maturity hereof will be extended to the Interest Payment Date occurring twelve
months after such Election Date, unless the Holder hereof elects to terminate
the automatic extension of the Stated Maturity hereof or of any portion hereof
having a principal amount of US$1,000 or any multiple of US$1,000 in excess
thereof by delivering a notice of such effect to the Paying Agent not less than
nor more than a number of days specified on the face hereof prior to such
Election Date.  Such option may be
exercised with respect to less than the entire principal amount hereof; provided
that the principal amount for which such option is not exercised is at
least US$1,000 or any larger amount that is an integral multiple of
US$1,000.  Notwithstanding the
foregoing, the Stated Maturity hereof may not be extended beyond the Final
Maturity Date, as specified on the face hereof (the “Final Maturity Date”).  If the Holder elects to terminate the
automatic extension or the Stated Maturity of any portion of the principal
amount hereof and such election is not revoked as described below, such portion
will become due and payable on the Interest Payment Date falling six months
(unless another period is specified on the face hereof) after the Election Date
prior to which the Holder made such election.


 


An election to terminate the
automatic extension of the Stated Maturity may be revoked as to any portion
hereof having a principal amount of US$1,000 or any multiple of US$1,000 in
excess thereof by delivering a notice to such effect to the Paying Agent on any
day following the effective date of the election to terminate the automatic
extension of the Stated Maturity and prior to the date 15 days before the date
on which such portion would otherwise mature. 
Such a revocation may be made for less than the entire principal amount
hereof for which the automatic extension of the Stated Maturity has been
terminated; provided  that the principal amount hereof for which
the automatic extension of the Stated Maturity has been terminated and for
which such a revocation has not been made is at least US$1,000 or any larger
amount that is an integral multiple of US$1,000.  Notwithstanding the foregoing, a revocation may not be made during
the period from and including a Record Date to but excluding the immediately
succeeding Interest Payment Date.


 


An election to terminate the
automatic extension of the Stated Maturity hereof, if not revoked as described
above by the Holder making the election or any subsequent Holder, will be
binding upon such subsequent Holder.


 


A Renewable Note may be
redeemed in whole or in part at the option of the Corporation on the Interest
Payment Dates in each year specified on the face hereof, commencing with the
Interest Payment Date specified on the face hereof, at the Redemption Price or
Prices as stated on the face hereof, together with accrued and unpaid interest
to the Redemption Date. Notice of redemption will be provided by mailing a
notice of such redemption to each Holder by first class mail, postage prepaid,
at least 180 days prior to the Redemption Date.


 


Extendible
Notes.  It shall be indicated on the face hereof
whether the Corporation has the option to extend the Stated Maturity hereof for
one or more periods of one or more whole years (each an “Extension Period”) up
to but not beyond the date (the “Final Maturity Date”) set forth on the face
hereof.  If the Corporation has such
option with respect to any Security (an “Extendible Note”), the following
procedures will apply, unless modified as set forth on the face hereof.


 


The Corporation may exercise
such option with respect to an Extendible Note by notifying the Paying Agent of
such exercise at least 45 but not more than 60 days prior to the Stated
Maturity originally in effect with respect to such Note (the “Original Maturity
Date”) or, if the Stated Maturity of such Note has already been extended, prior
to the Stated Maturity then in effect (an “Extended Maturity Date”).  No later than 38 days prior to the Original
Maturity Date or an Extended Maturity Date, as the case may be (each a
“Maturity Date”), the Paying Agent will mail to the Holder of such Note a
notice (the “Extension Notice”), relating to such Extension Period, by first
class mail, postage prepaid, setting forth (a) the election of the Corporation
to extend the Stated Maturity of such Note; (b) the new Extended Maturity Date;
(c) the interest rate applicable to the Extension Period (which, in the case of
a Floating Rate Note, will be calculated with reference to an interest


 


12

















 


formula and the Spread or
Spread Multiplier, if any); and (d) the provisions, if any, for redemption
during the Extension Period, including the date or dates on which the period or
periods during which and the price or prices at which such redemption may occur
during the Extension Period.  Upon the
mailing by the Paying Agent of an Extension Notice to the Holder of an Extendible
Note, the Stated Maturity of such Note shall be extended automatically and,
except as modified by the Extension Notice and as described in the next
paragraph, such Note will have the same terms it had prior to the mailing of
such Extension Notice.


 


Notwithstanding the foregoing, not later than 10:00 A.M., New York City
time, on the twentieth calendar day prior to the Maturity Date then in effect
for an Extendible Note (or, if such day is not a Business Day, not later than
10:00 A.M., New York City time, on the immediately succeeding Business Day),
the Corporation may, at its option, revoke the interest rate provided for in
the Extension Notice and establish a higher interest rate (or, in the case of a
Floating Rate Note, a higher Spread or Spread Multiplier, if any) for the
Extension Period by causing the Paying Agent to send notice of such higher
interest rate (or, in the case of a Floating Rate Note, a higher Spread or
Spread Multiplier, if any) to the Holder of such Note by first class mail,
postage prepaid, or by such other means as shall be agreed between the
Corporation and the Paying Agent.  Such
notice shall be irrevocable.  All
Extendible Notes with respect to which the Maturity Date is extended in
accordance with an Extension Notice will bear such higher interest rate (or, in
the case of a Floating Rate Note, a higher Spread or Spread Multiplier, if any)
for the Extension Period, whether or not tendered for redemption.


 


If the Corporation elects to extend the Stated Maturity of an
Extendible Note, the Holder of such Note will have the option to require the
Corporation to redeem such Note on the Maturity Date then in effect at a price
equal to the principal amount thereof plus any accrued and unpaid interest to
such date.  In order for an Extendible
Note to be redeemed on such Maturity Date, the Holder must follow the
procedures for optional redemption specified in the applicable Prospectus
Supplement, except that the period for delivery of such Note or notification to
the Paying Agent shall be at least 25 but not more than 35 days prior to the
Maturity Date then in effect and except that a Holder who has tendered an
Extendible Note for redemption pursuant to an Extension Notice may, by written
notice to the Paying Agent, revoke any such tender for redemption until 3:00
P.M., New York City time, on the twentieth calendar day prior to the Maturity
Date then in effect (or, if such day is not a Business Day, until 3:00 P.M.,
New York City time, on the immediately succeeding Business Day).


 


Unless otherwise specified on the face hereof, the Calculation Date
pertaining to (i) any CD Rate Interest Determination Date, Commercial Paper
Rate Interest Determination Date, Treasury Interest Determination Date or
Federal Funds Effective Rate Interest Determination Date or a CMT Rate Interest
Determination Date, as the case may be, shall be the tenth day after such
interest determination date or, if any such day is not a Market Day with
respect to this Security, the next succeeding such Market Day and (ii) any
Prime Rate Interest Determination Date or LIBOR Interest Determination Date
shall be such interest determination date. 
The Calculation Agent shall calculate the interest rate hereon 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. 
Unless otherwise specified on the face hereof, the Calculation Agent shall
be the Trustee.


 


The Corporation shall have the right to require the Holder of this
Security, as a condition of payment of the principal of or any premium or
interest on this Security (or any Additional Amounts payable in respect
thereof), to present at the office of the Trustee or any paying agent a
certificate in such form as the Corporation may from time to time prescribe to
enable the Corporation to determine its duties and liabilities with respect to
(i) any taxes, assessments or governmental charges which the Corporation, the
Trustee, any paying agent or withholding agent may be required to deduct or
withhold from payments in respect of such Security under any present or future
law of Australia or any other jurisdiction or any regulation of any taxing
corporation thereof or therein and (ii) any reporting or other requirements
under such laws or regulations.  To the
extent not otherwise prohibited by applicable laws and regulations, the
Corporation shall be entitled to determine its duties and liabilities with
respect to such deduction, withholding, reporting or other requirements on the
basis of information contained in such certificate or, if no certificate shall
be presented, on the basis of any presumption created by any such law or
regulation and shall be entitled to act in accordance with such determination.


 


13

















 


If this Security is designated on the face hereof as an Original Issue
Discount Security (an “Original Discount Security”), then, notwithstanding
anything to the contrary contained in this Security, upon the redemption or
acceleration of the Stated Maturity of this Security there shall be payable, in
lieu of the principal amount due at the Stated Maturity hereof, an amount equal
to the Amortized Face Amount of this Security. 
The “Amortized Face Amount” of an Original Issue Discount Security shall
be the amount equal to the sum of (a) the issue price of this Security (as
defined below), plus (b) that portion of the difference between the issue price
and the principal amount of this Security that has been amortized at the Stated
Yield (as defined below) of this Security (computed in accordance with
generally accepted United States bond yield computation principles) at the date
as of which the Amortized Face Amount is calculated, but in no event shall the
Amortized Face Amount exceed the principal amount of this Security due at the
Stated Maturity hereof.  As used in the
previous sentence “issue price” means the principal amount due at the Stated
Maturity hereof less the Total Amount of OID of this Security specified on the
face hereof, and the “Stated Yield” of this Security means the Yield to
Maturity specified on the face hereof or if not so specified, the yield to
maturity compounded semi-annually and computed in accordance with generally
accepted United States bond yield computation principles for the period from
the Original Issue Date hereof to the Stated Maturity hereof on the basis of
its issue price and such principal amount.


 


If this Security is denominated in a Specified Currency, unless the
Holder hereof is entitled to make, and has made, a Specified Currency Payment
Election with respect to such payments as provided on the face hereof, the
Holder of this Security shall receive payments of principal and any premium and
interest in U.S. dollars at an exchange rate based on the highest bid quotation
in The City of New York received by the Exchange Rate Agent (who, unless
otherwise specified on the face hereof, shall be the Trustee) at approximately
11:00 A.M., New York City time, on the second Market Day with respect to this
Security preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) selected by the
Exchange Rate Agent and approved by the Corporation for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on
such payment date of the aggregate amount of such Specified Currency payable to
all Holders of Securities of this series denominated in such Specified Currency
and scheduled to receive U.S. dollar payments on such payment date and at which
the applicable dealer commits to execute a contract.  All currency exchange costs incurred by the Corporation in
converting a Specified Currency into U.S. dollars in order to make payments
hereon will be borne by the Holder of this Security by deductions from such
payments.  If such bid quotations are
not available, or if a Specified Currency Payment Election has been made with respect
to such payments, payments 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, 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); provided, however, that if
such Specified Currency (or, if applicable, such other coin or currency) is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Corporation’s control, the Corporation will be entitled to make
payments in U.S. dollars on the basis of the Market Exchange Rate for such
Specified Currency (or, if applicable, such other coin or currency) on the second
Market Day with respect to this Security prior to such payment date or, if such
Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated hereon.


 


If one or more Redemption Dates (or ranges of Redemption Dates)  is specified on the face hereof, this
Security is subject to redemption upon not less than 30 days’ notice by mail,
on any such date (or during any such range), as a whole, or from time to time
in part, at the election of the Corporation, at a Redemption Price determined
as provided in the next succeeding sentence, together with accrued interest to
the Redemption Date; provided that interest installments whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holder
hereof (or one or more Predecessor Securities) of record at the close of
business on the Regular Record Dates referred to on the face hereof, all as
provided in the Indenture.  If
applicable, the “Redemption Price” for any such redemption shall be the amount
determined by multiplying the Redemption Percentage specified on the face
hereof with respect to the relevant Redemption Date (or range of such dates) by
the portion of the principal amount hereof (or, if this Security is an Original
Issue Discount Security, the portion of the Amortized Face Amount hereof) to be
redeemed; provided, however, that in no event shall the
Redemption Price be less than 100% of the portion of the principal amount
hereof (or, if this Security is an Original Issue Discount Security, the
portion of the Amortized Face Amount hereof) to be redeemed.


 


14

















 


In addition to its ability to redeem this Security pursuant to the
foregoing, this Security may be redeemed at the option of the Corporation on
the terms set forth, and as more fully described, in the Indenture, in certain
circumstances if the Corporation would be required to pay Additional Amounts in
respect hereof as a result of any change or amendment of any law, regulation or
published tax ruling of Australia, or any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in the official
administration, interpretation or application of such laws, regulations or
published tax rulings, in each case occurring after the Issue Date hereof.


 


In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.


 


The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.


 


If one or more Repayment Dates (Option of Holder) (or ranges of such
dates) is specified on the face hereof, this Security is subject to repayment
on any such date (or during any such range) or, if such date is not a Market
Day, on the first Market Day following such date, as a whole or from time to
time in part, at the election of the Holder hereof at a Repayment Price
determined as provided in the fifth succeeding sentence together with accrued
interest thereon to the Repayment Date, but interest installments whose Stated
Maturity is on or prior to the Repayment Date will be payable to the Holder
hereof of record at the close of business on the Regular Record Date referred
to on the face hereof, all as provided in the Indenture.  Such election shall be effected by the
Holder hereof delivering to the Corporation at the principal corporate trust
office of the Trustee in the Borough of Manhattan, The City of New York not
less than 30 nor more than 60 days prior to the date on which this Security is
to be repaid, or during such other Notice Period specified on the face hereof,
a notice requesting such repayment in the form described below and specifying
the date upon which this Security is to be repaid.  Any notice given by a Holder pursuant to this paragraph shall
consist of either (i) this Security with the form entitled “Option to Elect
Repayment” set forth of the end of this Security duly completed or (ii) a
telegram, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc. or
a commercial bank or trust company in the United States setting forth the name
of the Holder hereof, the principal amount of this Security, the principal
amount of this Security to be repaid, the certificate number or a description
of the terms of this Security, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Security, together with
the duly completed form entitled “Option to Elect Repayment” below, will be
received by the Trustee not later than the fifth Business Day after the date of
such telegram, facsimile transmission or letter; provided, however,
that such telegram, facsimile transmission or letter shall only be effective if
this Security and form duly completed are received by the Trustee by such fifth
Business Day.  Exercise of the repayment
option by the Holder hereof will be irrevocable.  If applicable, the “Repayment Price” for any such repayment shall
be the amount determined by multiplying the Repayment Percentage (Option of
Holder), specified on the face hereof with respect to the relevant Repayment
Date (Option of Holder) (or range of such dates) by the portion of the principal
amount hereof (or, if this Security is an Original Issue Discount Security, the
portion of the Amortized Face Amount hereof) to be repaid, together with the
interest accrued thereon to the Repayment Date; provided, however,
that in no event shall the Repayment Price be less than 100% of the portion of
the principal amount hereof (or, if this Security is an Original Issue Discount
Security, the portion of the Amortized Face Amount hereof) to be repaid.


 


If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(or, in the case of Original Issue Discount Securities, the Amortized Face
Amount thereof) may be declared due and payable in the manner and with the
effect provided in the Indenture.  Upon
payment (i) of the amount of principal so declared due and payable and
(ii) of interest on any overdue principal and overdue interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Corporation’s obligations in respect of the payment of
the principal of the interest, if any, on the Securities of this series shall
terminate.


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Corporation and the Trustee
with


 


15

















 


the consent of the Holders of 662/3% in principal
amount of the Securities at the time Outstanding of each series to be
affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the
Corporation 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 Security or variation
of the Negative Pledge shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security 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 Security.


 


As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and shall have offered the Trustee reasonable
indemnity, and the Trustee, during the 60 day period after receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
proceeding and shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request. 
The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.


 


No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Corporation,
which is absolute and unconditional, to pay the principal of and any premium
and interest on this Security at the times, place and rate, 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 Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Corporation in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


As provided in the Indenture and subject to certain limitations therein
set forth, the Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.  Following the exercise of any redemption
option by the Holder hereof, the Trustee shall not be required to issue,
register the transfer of or exchange that portion of this Security with respect
to which such option has been exercised.


 


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


 


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


 


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


 


The Securities of this series may be issued in the form of one or more
Global Securities to The Depository Trust Company, as depositary for the Global
Securities of this series (the “Depositary”), or its nominee and registered in
the name of the Depositary or such nominee. 
If this Security is designated on the face


 


16

















 


hereof as a Global Security, the transfer and exchange hereof is
subject to the limitations set forth in the Indenture and in the legends on the
face hereof.  Notwithstanding any other
provision in the Indenture or of this Global Security, this Global Security may
be exchanged in whole or in part for Securities registered, and no transfer of
this Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for this Global Security or a nominee thereof
unless (A) such Depositary (i) has notified the Corporation that it is
unwilling or unable to continue as Depositary for this Global Security or
(ii) has ceased to be a clearing agency registered under the Exchange Act,
(B) there shall have occurred and be continuing an Event of Default with
respect to this Global Security, (C) the Corporation in its sole discretion
shall have notified the Depositary that the Global Securities shall be
exchanged for such Securities or (D) there shall exist such circumstances, if
any, in addition to or in lieu of the foregoing as have been specified for this
purpose as contemplated by Section 301 of the Indenture.  Notwithstanding any other provision in the
Indenture or of this Global Security, if the restriction set forth in the
preceding sentence shall have ceased to apply to this Global Security it may be
transferred only to, and may be registered and exchanged for Securities
registered only in the name or names of, such Person or Persons as the
Depositary for this Global Security shall have directed and no transfer thereof
other than such a transfer may be registered.


 


In the Indenture, the Corporation has appointed its Managing Director,
Americas, acting through its office in the Borough of Manhattan, The City of
New York located at 1177 Avenue of the Americas, New York, New York, and his
successors, as its authorized agent (“Authorized Agent”) upon which process may
be served in any legal action or proceeding against it with respect to its
obligations under the Securities or the Indenture, as the case may be,
instituted in any State or Federal court in the Borough of Manhattan, The City
of New York by the Holder of any Security and has irrevocably submitted to the
non-exclusive jurisdiction of any such court in respect of such legal
action.  Such appointment shall be
irrevocable until all amounts in respect of the principal of and any premium
and interest due and to become due on or in respect of all the Securities have
been paid by the Corporation to the Trustee pursuant to the terms of the
Indenture and the Securities and paid or returned to the Trustee as provided in
Section 309 of the Indenture. 
Notwithstanding the foregoing, the Corporation has reserved the right to
appoint another person located or with an office in the Borough of Manhattan,
The City of New York, selected in its discretion, as a successor Authorized
Agent, and upon acceptance of such appointment by such a successor the
appointment of the prior Authorized Agent shall terminate.  If for any reason the Corporation’s General
Manager, Americas, ceases to be able to act as the Authorized Agent or to have
an address in the Borough of Manhattan, The City of New York, the Corporation
will appoint a successor Authorized Agent in accordance with the preceding
sentence.  The Corporation will take any
and all action, including the filing of any and all documents and instruments,
that may be necessary to continue such appointment or appointments in full
force and effect as aforesaid.  Service
of process upon the Authorized Agent addressed to it at the address set forth
above, as such address may be changed within the Borough of Manhattan, The City
of New York by notice given by the Authorized Agent to the Trustee, together with
written notice of such service mailed or delivered to the Corporation at 100
Queen Street, Melbourne, Victoria 3000 Australia, attention: Company Secretary,
shall be deemed, in every respect, effective service of process on the
Corporation.  Notwithstanding the
foregoing, any action based on the Securities may be instituted by a Holder of
a Security in any competent court in the State of Victoria or any court in
Australia competent to hear appeals therefrom. 
To the fullest extent permitted by law, the Corporation has waived
irrevocably any immunity from jurisdiction to which it might otherwise be
entitled in any action based on the Securities or the Indenture which may be
instituted by the Holder of any Security in any State or Federal court in the
Borough of Manhattan, The City of New York or in any competent court in the
State of Victoria or in Australia competent to hear appeals therefrom.


 


This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York, but without regard to the
conflict of laws principles thereof; provided, however, that (i)
the authorization and execution of the Indenture and this Security, as
applicable, and the occurrence of an Event of Default under Sections 501(6) or
(7) of the Indenture shall be governed by the laws of the State of Victoria,
Commonwealth of Australia.


 


17

















 


ABBREVIATIONS


 


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.


 


18

















 


OPTION
TO ELECT REPAYMENT


 


The undersigned hereby irrevocably requests and instructs Australia and
New Zealand Banking Group Limited (A.B.N. 11 005 357 522) to repay the within
Security (or portion thereof specified below) pursuant to its terms at the
Repayment Price, to the undersigned at


 


	
   

  
	
  PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF THE
  UNDERSIGNED

  
	
   

  
	
   

  
	
   

  



 


If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof which the Holder elects to have repaid:


 


                                                                                                      ;
and specify the denomination of denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the Holder
for the portion of the within Security not being repaid (in the absence of any
such specification, one such Security will be issued for the portion not being
repaid):


	
   

  



 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: This signature on
  this Option to Elect Repayment 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.

  



 


19

















 


 


TRANSFER
NOTICE


 


 


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 Security on the books of the Corporation, 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.

  



 


 


Signature
guaranteed:
                                                                        


 


	
  NOTICE:

  	
  The signature on this
  Transfer Notice must be guaranteed by a member firm of the Securities
  Transfer Agent Medallion Program.

  



 


20