exv4w6






Exhibit 4.6




     This Note is a Depositary Note within the meaning of the Indenture hereinafter referred to and
is registered in the name of a Depositary or nominee of a Depositary. This Note is exchangeable
for Securities registered in the name of a Person other than the Depositary or its nominee only in
the limited circumstances described in the Indenture, and no transfer of this Note (other than a
transfer of this Note 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 nominee of the Depositary to a successor Depositary or a nominee of such successor Depositary)
may be registered except in such limited circumstances.



     Unless this certificate is presented by an authorized representative of The Depositary Trust
Company (55 Water Street, New York, New York) to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of The Depositary Trust Company 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.



	 	 	 
	REGISTERED

	 	REGISTERED
	NO. FLR

	 	PRINCIPAL AMOUNT:
	 

	 	U.S. $






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION




CFC
INTERNOTES®



	 	 	 	 	 
	 
	(FLOATING RATE)	 	CUSIP NO.






	 	 	 	 	 
	ORIGINAL ISSUE DATE:

	 	INITIAL INTEREST RATE:	 	 
	STATED MATURITY DATE:
	 	 	 	 
	CALCULATION AGENT:

	 	INDEX MATURITY:
	 	SPREAD: +/-
	 

	 	___  1  
MONTH	 	 
	 

	 	___ 3 MONTHS	 	SPREAD MULTIPLIER:
	 

	 	___ 6 MONTHS	 	 
	 

	 	___ 1 YEAR	 	 
	 

	 	___ OTHER	 	 






	 	 	 	 	 
	 

	 	 	 	 
	INTEREST RATE BASIS
	 	 	 	 
	 
	 	 	 	 
	COMMERCIAL PAPER RATE
                                        

	 	PRIME RATE
                                        	 	 
	 
	 	 	 	 
	FED FUNDS RATE
                                        

	 	CD RATE
                                        	 	 
	 
	 	 	 	 
	TREASURY RATE
                                        
	 	 	 	 






 









 






	 	 	 	 	 
	LIBOR RATE
                                        
	 	 	 	 
	 
	 	 	 	 
	CMT RATE
                                        
	 	 	 	 






	 	 	 	 	 
	 

	 	 	 	 
	 	 	- REUTERS PAGE FRBCMT
                                        
	 	 	- REUTERS PAGE FEDCMT
                                        
	 

	 	               +WEEKLY
                                        	 	 
	 

	 	               +MONTHLY
                                        	 	 






	 	 	 	 	 	 	 
	MAXIMUM INTEREST RATE:

	 	 	%	 	 	INTEREST PAYMENT PERIOD:                                         
	 
	 	 	 	 	 	 
	MINIMUM INTEREST RATE:

	 	 	%	 	 	INTEREST RATE RESET PERIOD:                                         
	 
	 	 	 	 	 	 
	REGULAR RECORD DATE(S):

	 	 	 	 	 	INTEREST RESET DATE(S):
	 
	 	 	 	 	 	 
	INTEREST PAYMENT DATE(S):

	 	 	 	 	 	INTEREST DETERMINATION DATE(S):
	 
	 	 	 	 	 	 
	REDEMPTION DATE(S):

	 	 	 	 	 	STATED MATURITY DATE:
	 
	 	 	 	 	 	 
	REPAYMENT DATE(S):

	 	 	 	 	 	CALCULATION DATE:
	 
	 	 	 	 	 	 
	SURVIVOR’S OPTION                                         

	 	 	 	 	 	REDEMPTION PERIOD(S) AND PRICE(S):
	 
	 	 	 	 	 	 
	OTHER PROVISIONS:

	 	 	 	 	 	REPAYMENT PRICE(S):
	 
	 	 	 	 	 	 
	AMORTIZING NOTE:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	               o
YES o NO
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	DEFAULT RATE:

	 	 	 	 	 	(ONLY APPLICABLE IF NOTE IS ISSUED AT

ORIGINAL ISSUE DISCOUNT)
	 
	 	 	 	 	 	 
	OID DEFAULT AMOUNT:

	 	 	 	 	 	(ONLY APPLICABLE IF NOTE IS ISSUED AT

ORIGINAL ISSUE DISCOUNT)
	 
	 	 	 	 	 	 
	AMORTIZATION SCHEDULE:
	 	 	 	 	 	 






 









 





          NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative
association (herein called the “Company”, which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede &
Co. as nominee for The Depositary Trust Company, or registered assigns, the principal sum of
U.S. DOLLARS, on the Stated Maturity Date set forth above, and to pay interest thereon at the
times, in the amounts and to the persons specified in this Note. Payment of the principal of (and
premium, if any) and interest on this Note shall be made by wire transfer to the account designated
by the Depositary. The Company has initially designated U.S. Bank National Association acting
through its office in the Borough of Manhattan, The City of New York, as its Paying Agent for the
Securities.




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




          Reference herein to “this Note”, “herein” and comparable terms shall include the terms
specified on the face and reverse hereof as well as an Addendum hereto (if an Addendum is specified
above).




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



 









 




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




	 	 	 	 	 	 	 
	 	 	 	 	NATIONAL RURAL UTILITIES COOPERATIVE

FINANCE CORPORATION,
	 
	 	 	 	 	 	 
	 
	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 	By	 	 
	 
	 	 	 	
 

	 

	 	 	 	 	 	Governor
	 
	 	 	 	 	 	 
	This is one of the Securities of the
series designated therein issued
under the within-mentioned Indenture.	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:	 	 	 	 
	 
	 	 	 	 	 	 
	U.S. Bank National Association, as
Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Assistant Secretary-Treasurer
	 
	 	 	 	 	 	 
	 

	 	 	 	Attest:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Assistant Secretary-Treasurer
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 







 









 








[REVERSE OF NOTE]




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION




CFC INTERNOTES®




(FLOATING RATE)




     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture dated as of December 15,
1987, as supplemented by a First Supplemental Indenture dated as of October 1, 1990 (the Indenture
as so supplemented being herein called the “Indenture”), between the Company and U.S. Bank
National Association, as successor Trustee (herein called the “Trustee”, which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the
series designated on the face hereof, which series is unlimited in aggregate principal amount.



     Each Note of this series shall be dated the date of its authentication by the Trustee. Each
Note of this series shall also bear an Original Issue Date, as specified on the face hereof, and
such Original Issue Date shall remain the same for all Securities subsequently issued upon
transfer, exchange or substitution of such original Note (or such subsequently issued Securities)
regardless of their dates of authentication.



Survivor’s Option




     If the Survivor’s Option is applicable to this Note, the Representative (defined below) of a
deceased beneficial owner of this Note shall be entitled to repayment of this Note following the
death of the beneficial owner (a “Survivor’s Option”). Unless specifically provided on the face of
this Note, the Survivor’s Option may not be exercised unless the Note was acquired by the
beneficial owner at least six months prior to such election.



     If the Survivor’s Option is applicable to this Note, upon the valid exercise of the Survivor’s
Option, the Company shall repay the Note (or portion thereof), properly tendered for repayment by
or on behalf of the person (the “Representative”) that has authority to act on behalf of the
deceased, beneficial owner of a Note under the laws of the appropriate jurisdiction (including,
without limitation, the personal representative or executor of the deceased beneficial owner or the
surviving joint owner with the deceased beneficial owner) at a price equal to 100% of the amortized
principal amount of the deceased beneficial owner’s beneficial interest in such Note plus accrued
and unpaid interest to the date of such repayment, subject to the following limitations:




	 	(a)	 	The Company may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the Survivor’s




 









 






	 	 	 	Option shall be accepted by the Company from all Representatives of
deceased beneficial owners in any calendar year (the “Annual Put
Limitation”) to an amount equal to the greater of $2,000,000 or 2% of the
Outstanding principal amount of all Notes issued under the Indenture as of
the end of the most recent calendar year, or such greater amount as the
Company in its sole discretion may determine for any calendar year, and
may limit the aggregate principal amount of Notes as to which exercises of
the Survivor’s Option shall be accepted by the Company from the
Representative of any individual deceased beneficial owner of Notes in any
calendar year to $250,000, or such greater amount as the Company in its
sole discretion may determine for any calendar year (the “Individual Put
Limitation”).
	 
	 	(b)	 	The Company shall not make principal repayments pursuant to
exercises of the Survivor’s Option in amounts that are less than $1,000 or
multiples of $1,000, and the principal amount of this Note Outstanding after
repayment pursuant to exercise of the Survivor’s Option must be at least
$1,000.
	 
	 	(c)	 	This Note (or portion thereof) tendered pursuant to a valid
exercise of the Survivor’s Option may not be withdrawn.





     This Note (or portion hereof) that is tendered pursuant to valid exercise of the Survivor’s
Option shall be accepted in the order that it was received by the Trustee, unless acceptance would
contravene (i) the Annual Put Limitation, if applied, or (ii) the Individual Put Limitation, if
applied, with respect to the relevant individual deceased beneficial owner. If, as of the end of
any calendar year, the aggregate principal amount of Notes (or portions hereof) that have been
tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded
either the Annual Put Limitation, if applied, or the Individual Put Limitation, if applied, for
such year, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not
accepted during such calendar year because such acceptance would have contravened either such
limitation, if applied, shall be deemed to be tendered in the following calendar year in the order
all such Notes (or portions hereof) were originally tendered. If this Note (or portion thereof) is
accepted for repayment pursuant to exercise of the Survivor’s Option, it shall be repaid on the
first interest payment date that occurs 20 or more calendar days after the date of such acceptance.
In the event that this Note (or any portion hereof) tendered for repayment or repurchase pursuant
to valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the registered holder hereof, at its last known address as indicated in the
Note Register, that states the reason this Note (or portion hereof) has not been accepted for
payment.



     In order for a Survivor’s Option to be validly exercised with respect to this Note (or portion
thereof), the Trustee must receive from the Representative (i) a written request for repayment
signed by the Representative, and such signature must be guaranteed by a member firm of a
registered national securities exchange or of the Financial Industry



 









 







Regulatory Authority, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, (ii) tender of this Note (or portion thereof) to be repaid,
(iii) appropriate evidence satisfactory to the Trustee that (A) the deceased was the beneficial
owner of this Note at the time of death and the interest in this Note was acquired by the deceased
beneficial owner or his or her estate at least six months prior to the request for repayment,
(B) the death of such beneficial owner has occurred, and the date of such death, and (C) the
Representative has authority to act on behalf of the deceased beneficial owner, (iv) if applicable,
a properly executed assignment or endorsement, (v) if the beneficial ownership interest in this
Note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the
Trustee from such nominee attesting to the deceased’s beneficial ownership of this Note, (vi) tax
waivers and such other instruments or documents that the Trustee reasonably requires in order to
establish the validity of the beneficial ownership of this Note and the claimant’s entitlement to
payment and (vii) any additional information the Trustee requires to evidence satisfaction of any
conditions to the exercise of such Survivor’s Option or to document beneficial ownership or
authority to make the election and to cause the repayment of this Note. Subject to the
Corporation’s right hereunder to limit the aggregate principal amount of Notes as to which
exercises of the Survivor’s Option shall be accepted in any one calendar year, all questions as to
the eligibility or validity of any exercise of the Survivor’s Option shall be determined by the
Trustee, in its sole discretion, which determination shall be final and binding on all parties.



     The death of a person holding a beneficial ownership interest in this Note as a joint tenant
or tenant by the entirety with another person, or as a tenant in common with the deceased holder’s
spouse, shall be deemed the death of the beneficial owner of this Note, and the entire principal
amount of this Note so held shall be subject to repayment. However, the death of a person holding
a beneficial ownership interest in this Note as tenant in common with a person other than such
deceased holder’s spouse shall be deemed the death of a beneficial owner only with respect to the
deceased person’s interest in this Note and only the deceased beneficial owner’s percentage
interest in the principal amount of this Note shall be subject to repayment. The death of a person
who, during his or her lifetime, was entitled to substantially all of the beneficial ownership
interests in this Note shall be deemed the death of the beneficial owner of this Note for purposes
of this provision, regardless of whether such beneficial owner was the registered holder of this
Note, if such beneficial ownership interest can be established to the satisfaction of the Company
and the Trustee. Such beneficial ownership interest shall be deemed to exist in typical cases of
nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors
Act, community property or other joint ownership arrangements between a husband and wife. In
addition, the beneficial ownership interest shall be deemed to exist in custodial and trust
arrangements where one person has all of the beneficial ownership interest in this Note during his
or her lifetime.



     For purposes of the Survivor’s Option, a person shall be deemed to have had a “beneficial
ownership interest” in this Note if such person or such person’s estate had the right, immediately
prior to such person’s death, to receive the proceeds from the disposition of this Note, as well as
the right to receive payment of the principal of this Note.



 









 





     If this is a Global Note, the Depositary or its nominee shall be the only entity that can
exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the
Survivor’s Option with respect to this Note, the Representative must provide to the broker or other
entity through which the beneficial interest in this Note is held by the deceased beneficial owner
(i) the documents described in the third preceding paragraph and (ii) instructions to such broker
or other entity to notify the Depositary of such Representative’s desire to obtain repayment
pursuant to exercise of the Survivor’s Option. Such broker or other entity must provide to the
Trustee (i) the documents received from the Representative referred to in clause (i) of the
preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other
entity stating that it represents the deceased beneficial owner. Such broker or other entity shall
be responsible for disbursing any payments it receives pursuant to exercise of the Survivor’s
Option to the appropriate Representative.



Redemption




     This Note will not be convertible or subject to any sinking fund and, except as set forth in
the following paragraph, will not be subject to redemption at the option of the Company or subject
to repayment at the option of the Holder hereof prior to the Stated Maturity Date.



     Unless one or more Redemption Dates are specified on the face hereof, this Note shall not be
redeemable at the option of the Company before the Stated Maturity Date specified on the face
hereof. If one or more Redemption Dates (or ranges of Redemption Dates) are so specified, this
Note is subject to redemption on any such date (or during any such range) at the option of the
Company, upon notice by first-class mail, postage prepaid, mailed not less than 30 days nor more
than 60 days prior to the Redemption Date specified in such notice, at the applicable Redemption
Price specified on the face hereof (expressed as a percentage of the principal amount of this
Note), together in the case of any such redemption with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity Date is prior to the Redemption Date shall be
payable to the Holder of this Note, or one or more Predecessor Securities, of record at the close
of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. The
Company may elect to redeem less than the entire principal amount hereof, provided that the
principal amount, if any, of this Note that remains outstanding after such redemption is an
Authorized Denomination as defined herein. In the event of any redemption in part, the Company
shall not be required to (i) issue, register the transfer of, or exchange any Note during a period
of 15 days next preceding the day of the first mailing of the notice of redemption of Securities
selected for redemption or (ii) register the transfer or exchange of any Note, or any portion
thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.



Repayment




     Unless one or more Repayment Dates is specified above, this Note shall not be repayable at the
option of the Holder on any date prior to the Stated Maturity specified above. If one or more
Repayment Dates (or ranges of Repayment Dates) are so specified,



 









 







this Note is subject to repayment on any such date (or during any such range) at the option of
the Holder at a price equal to 100% of the principal amount hereof or, if this Note is a Discounted
Note (as specified on the face hereof), the applicable Repayment Price specified on the face hereof
(expressed as a percentage of the principal amount of this Note), together in the case of any such
repayment with accrued interest to the Repayment Date, but interest installments whose Stated
Maturity is prior to the Repayment Date shall be payable to the Holder of this Note, or one or more
Predecessor Securities, of record at the close of business on the relevant Regular or Special
Record Dates, all as provided in the Indenture. For this Note to be repaid at the option of the
Holder, the Paying Agent must receive at least 30 days but not more than 60 days prior to the
Repayment Date on which this Note is to be repaid, (a) appropriate wire transfer instructions and
(b) either (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or
(ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities
exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust
company in the United States setting forth the name of the Holder of this Note, the principal
amount of this Note, the portion of principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together with the duly
completed form entitled “Option to Elect Repayment” on this Note, shall be received by the Paying
Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such Note and form duly completed is received by
the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder shall
be irrevocable. The repayment option with respect to this Note may be exercised by the Holder for
less than the entire principal amount hereof, provided that the principal amount, if any, of this
Note that remains outstanding after such repayment must be an authorized denomination as defined
herein. The Company shall not be required to register the transfer or exchange of any Note
following the receipt of a notice to repay a Note as described above. All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Note for repayment shall be
determined by the Trustee, whose determination shall be final, binding and non-appealable.



     In the event of redemption or repayment of this Note in part only, a new Note or Securities of
this series and of like tenor and for a principal amount equal to the unredeemed or unrepaid
portion shall be delivered to the registered Holder upon the cancellation hereof.



     If this Note is an Amortizing Note as shown on the face hereof or in the pricing supplement
attached hereto or delivered herewith, a portion or all of the principal amount of this Note is
payable prior to the Stated Maturity Date in accordance with a schedule or by application of a
formula.



Interest




     This Note shall accrue interest from its date of original issuance until its stated maturity
or earlier redemption or repayment according to the index or formula specified



 









 







above. Interest payments on this Note shall include the amount of interest accrued from and
including the last interest payment date to which interest has been paid, or from and including the
date of original issuance if no interest has been paid with respect to this Note, to, but
excluding, the applicable interest payment date, stated maturity date or date of earlier redemption
or repayment, as the case may be.



     Interest on this Note shall be payable beginning on the first interest payment date after its
date of original issuance to holders of record on the corresponding Regular Record Date.



Payment of Interest




     Unless otherwise specified above, interest on this Note shall be paid as follows:



	 	 	 
	Interest Payment Frequency	 	Interest Payment Dates
	Monthly
	 	Fifteenth day of each calendar month, beginning
in the first calendar month following the month
this Note was issued.
	 
	 	 
	Quarterly
	 	Fifteenth day of every third month, beginning
in the third calendar month following the month
this Note was issued.
	 
	 	 
	Semi-annually
	 	Fifteenth day of every sixth month, beginning
in the sixth calendar month following the month
this Note was issued.
	 
	 	 
	Annually
	 	Fifteenth day of every twelfth month, beginning
in the twelfth calendar month following the
month this Note was issued.






     Unless otherwise specified above, the Regular Record Date for any interest payment date shall
be the first day of the calendar month in which the interest payment date occurs, except that the
Regular Record Date for interest due on this Note’s stated maturity date or date of earlier
redemption or repayment shall be that particular date. If any interest payment date other than the
maturity date falls on a day that is not a Business Day, such interest payment date shall be
postponed to the following Business Day, except that, if this is a LIBOR Note or a floating rate
Note for which LIBOR is an applicable base rate, if that Business Day falls in the next succeeding
calendar month, the 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 related payment of principal, premium,
if any, and interest shall be made on the next Business Day as if it were made on the date that
payment was due, and no interest shall accrue for the period from that maturity date to the date of
payment.



     Except as otherwise provided in the Indenture, any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such



 









 







Regular Record Date and may either be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes 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 the Notes of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.



     As used herein, “Business Day” means any day that is (a) neither a Saturday or Sunday, nor a
legal holiday nor a day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to close, and (b) if this is a Note for which LIBOR
is an applicable Base Rate, a London Business Day. “London Business Day” means a day on which
commercial banks are open for business, including for dealings in U.S. dollars, in London.



     Interest on this Note shall be determined by reference to one or more base rates, which shall
include:




	 	- 	 	 the CD rate,
	 
	 	- 	 	 the commercial paper rate,
	 
	 	- 	 	 the CMT rate,
	 
	 	- 	 	 LIBOR,
	 
	 	- 	 	 the prime rate,
	 
	 	- 	 	 the treasury rate,
	 
	 	- 	 	 the federal funds rate or
	 
	 	- 	 	 any other domestic or foreign interest rate described above.




The related base rate shall be based upon the index maturity, as defined below under “General
Features,” if applicable, and adjusted by a spread and/or spread multiplier, if any, as specified
above. In addition, this Note may bear interest that is calculated by reference to two or more
base rates determined in the same manner as the base rates are determined. This Note specifies the
base rate or rates applicable to it.




General Features




     Base Rates, Spreads and Spread Multipliers. The interest rate on this Note shall be
calculated by reference to one or more specified base rates, in either case plus or minus any
applicable spread, and/or multiplied by any applicable spread multiplier. The “index maturity” is
the period to maturity of the instrument or obligation from which the base rate or rates are
calculated, if applicable, as specified above. The “spread” is the



 









 




number of basis points to be added to or subtracted from the base rate or rates applicable to
this Note, and the “spread multiplier” is the percentage of the base rate or rates applicable to
this Note by which the base rate or rates are multiplied to determine the applicable interest rates
on this Note, as specified in this Note.




     Reset of Rates.  The interest rate on this Note shall be reset daily, weekly, monthly,
quarterly, semiannually, annually or otherwise, as specified above. Unless otherwise specified
above, the dates on which such an interest rate shall be reset shall be, if this Note resets




	 	- 	 	 daily, each Business Day;
	 
	 	- 	 	 weekly, the Wednesday of each week, unless this note is a treasury rate Note, in
which case such rate shall be reset on the Tuesday of each week;
	 
	 	- 	 	 monthly, the third Wednesday of each month;
	 
	 	- 	 	 quarterly, the third Wednesday of March, June, September and December of each year;
	 
	 	- 	 	 semi-annually, the third Wednesday of the two months of each year as specified
above; and
	 
	 	- 	 	 annually, the third Wednesday of the month of each year as specified above.




If any interest reset date for this is not a Business Day, it shall be postponed to the next
succeeding Business Day, except that, if this Note is a LIBOR Note, or a floating rate Note for
which LIBOR is an applicable base rate, if that Business Day is in the next succeeding calendar
month, that interest reset date shall be the immediately preceding Business Day.




     Maximum and Minimum Rates. This Note may also have either or both of the following:




	 	- 	 	 a maximum limit, or ceiling, called the “maximum interest rate,” on the yearly
interest rate in effect with respect to this Note from time to time and
	 
	 	- 	 	 a minimum limit, or floor, called the “minimum interest rate,“on the yearly
interest rate in effect with respect to this Note from time to time.




In addition to any maximum interest rate which may apply to this Note, the interest rate shall in
no event be higher than the maximum rate permitted by New York law, as the same may be modified by
federal law of general application.




     Determination of Reset Interest Rates. The interest rate applicable to each interest
reset period commencing on the respective interest reset date shall be the rate determined



 









 







as of the applicable interest determination date defined below on or prior to the calculation
date, as defined below under “Calculation Agent.”



     Unless otherwise specified above, the “interest determination date” with respect to an
interest reset date for




	 	- 	 	 CD rate Notes, commercial paper rate Notes, CMT rate Notes, prime rate Notes and
federal funds rate Notes shall be the second Business Day before the interest reset
date,
	 
	 	- 	 	 LIBOR Notes shall be the second London Business Day before the interest reset date
and
	 
	 	- 	 	 treasury rate Notes shall be the day of the week in which that interest reset date
falls on which treasury bills (as defined below under “Treasury Rate”) are normally
auctioned.





     If as a result of a legal holiday a treasury bill auction is held on the Friday of the week
preceding an interest reset date, the related interest determination date shall be the preceding
Friday. If the interest rate of this Note is determined with reference to two or more base rates,
the interest determination date shall be the first Business Day which is at least two Business Days
prior to the interest reset date on which each base rate is determined. Each base rate shall be
determined on that date and the applicable interest rate shall take effect on the related interest
reset date.



     The interest rate in effect with respect to this Note on each day that is not an interest
reset date shall be the interest rate determined as of the interest determination date for the
immediately preceding interest reset date. The interest rate in effect on any day that is an
interest reset date shall be the interest rate determined as of the interest determination date for
that interest reset date, subject in each case to any applicable law and maximum or minimum
interest rate limitations. However, the interest rate in effect with respect to this Note for the
period from its original issue date to the first interest reset date (the “initial interest rate”)
shall be determined as specified above.



     Accrued Interest. Accrued interest for any interest period shall be calculated by
multiplying the principal amount of this Note by an accrued interest factor. That accrued interest
factor shall be computed by adding the interest factor calculated for each day in the applicable
interest period. The interest factor for each day shall be computed by dividing the interest rate
applicable to that day by 360, or, if this Note is a CMT rate Note, treasury rate Note or a
floating rate Note for which the CMT rate or the treasury rate is an applicable base rate, by the
actual number of days in the year.



     Calculation Agent. Unless otherwise specified above, the Trustee shall be the
Calculation Agent and shall calculate the interest rate applicable to this Note on or before any
calculation date. Upon the request of the holder of this Note, the Calculation Agent shall provide
the interest rate then in effect and, if determined, the interest rate as determined for the then
most recent interest reset date with respect to this Note. Unless



 









 







otherwise specified above, the “calculation date” pertaining to any interest determination
date shall be the earlier of




	 	- 	 	 the tenth calendar day after that interest determination date or, if that day is
not a Business Day, the next succeeding Business Day, or
	 
	 	- 	 	 the Business Day immediately preceding the applicable interest payment date or
maturity date, as the case may be.





     All percentages resulting from any calculation on floating rate Notes shall be rounded, if
necessary, to the nearest one-hundred-thousandth of a percentage point, with five one-millionths of
a percentage point rounded upward, and all dollar amounts used in or resulting from that
calculation on floating rate Notes shall be rounded to the nearest cent, with one-half cent being
rounded upward.



     The initial interest rate in effect with respect to this Note from and including the original
issue date to but excluding the first interest reset date is specified above. The interest rate
for each subsequent interest reset date shall be determined by the Calculation Agent as set forth
below, plus or minus any spread and/or multiplied by any spread multiplier, and subject to any
maximum interest rate and/or minimum interest rate, as specified above.



CD Rate




     Unless otherwise specified above, if this is a CD rate Note or a floating rate Note for which
the CD rate is an applicable base rate, “CD rate” means, with respect to any interest determination
date (a “CD rate interest determination date”) the rate on that date for negotiable U.S. dollar
certificates of deposit having the index maturity specified above as published in H.15(519), as
defined below, under the heading “CDs (Secondary Market).” If the CD rate cannot be determined in
this manner, the following procedures shall apply.




	 	- 	 	 If the rate described above is not published by 3:00 p.m., New York City time, on
the relevant calculation date, then the CD rate shall be the rate on that CD rate
interest determination date for negotiable U.S. dollar certificates of deposit having
the specified index maturity as published in H.15 Daily Update, as defined below, or
other recognized electronic sources used for the purpose of displaying the applicable
rate, under the caption “CDs (Secondary Market).”
	 
	 	- 	 	 If by 3:00 p.m., New York City time, on the applicable calculation date, that rate
is not published in either H.15(519), H.15 Daily Update or another recognized
electronic source, the CD rate for that CD rate interest determination date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the secondary
market offered rates as of 10:00 a.m., New York City time, on that CD rate interest
determination date, of three leading non-bank dealers in negotiable U.S. dollar




 









 






	 	 	 	certificates of deposit in The City of New York, selected by the Calculation Agent,
after consultation with the Company, for negotiable U.S. dollar certificates of
deposit of major U.S. money market banks for negotiable certificates of deposit
with a remaining maturity closest to the index maturity specified above in an
amount that is representative for a single transaction in that market at that time.
	 
	 	- 	 	 If the dealers selected as described above by the Calculation Agent are not quoting
rates as set forth above, the CD rate for that CD interest rate determination date
shall be the CD rate in effect for the immediately preceding interest reset period, or
if there was no interest reset period, then the rate of interest payable shall be the
initial interest rate.





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



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



Commercial Paper Rate




     Unless otherwise specified above, if this is a commercial paper rate Note or a floating rate
Note for which the commercial paper rate is an applicable base rate, “commercial paper rate” means,
for any interest determination date (a “commercial paper rate interest determination date”) the
money market yield on that date of the rate for commercial paper having the index maturity
specified above as published in H.15(519) under the caption “Commercial Paper — Nonfinancial” If
the commercial paper rate cannot be determined as described above, the following procedures shall
apply.




	 	- 	 	 If the rate described above is not published by 3:00 p.m., New York City time, on
the relevant calculation date, then the commercial paper rate shall be the money
market yield of the rate on that commercial paper rate interest determination date for
commercial paper of the specified index maturity as published in H.15 Daily Update, or
in another recognized electronic source used for the purpose of displaying the
applicable rate, under the caption “Commercial Paper—Nonfinancial.”
	 
	 	- 	 	 If by 3:00 p.m., New York City time, on the calculation date, the rate described is
not yet published in H.15(519), H.15 Daily Update or another recognized electronic
source, the commercial paper rate for the applicable commercial paper rate interest
determination date shall be calculated by the Calculation Agent and shall be the money
market yield of the arithmetic mean of the offered rates (quoted on a bank discount
basis), as of 11:00 a.m., New York City time, on that 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, after
consultation with the Company, for commercial paper of the index maturity specified
above placed for a non-financial issuer whose bond rating is “Aa,” or the
equivalent, from a nationally recognized statistical rating agency.
	 
	 	- 	 	 If the dealers selected as described above by the Calculation Agent are not quoting
as set forth above, the commercial paper rate with respect to that commercial paper
rate interest determination date shall be the commercial paper rate in effect for the
immediately preceding interest reset period, or if there was no interest reset period,
the rate of interest payable shall be the initial interest rate.





     “Money market yield” means the yield, expressed as a percentage, calculated in accordance with
the following formula:







where “D” is the annual rate for commercial paper quoted on a bank discount basis and expressed as
a decimal, and “M” is the actual number of days in the applicable interest period.




CMT Rate




     Unless otherwise specified above, if this is a CMT rate Note or a floating rate Note for which
the CMT rate is an applicable base rate, “CMT rate” means, for any interest determination date (a
“CMT rate interest determination date”) the following:




	 	- 	 	 If “Reuters Page FRBCMT” is the designated CMT Reuters page, as defined below, in
the applicable pricing supplement, the CMT rate on the CMT rate interest determination
date will be the treasury constant maturity rate for the designated CMT maturity
index, as defined below, as set forth in H.15(519), as such rate is displayed on
Reuters on page FRBCMT (or any other page as may replace such page on such service)
for that CMT rate interest determination date.
	 
	 	- 	 	 If “Reuters Page FEDCMT” is the designated CMT Reuters page in the applicable
pricing supplement, the CMT rate on the CMT rate interest determination date will be a
percentage equal to the one-week or one-month, as specified in the applicable pricing
supplement, treasury constant maturity rate for the designated CMT maturity index as
set forth in H.15(519), as such yield is displayed on Reuters on page FEDCMT (or any
other page as may replace such page on such service) 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 CMT rate cannot be determined in this manner, the following procedures shall apply.




	 	- 	 	 If the applicable rate described above is no longer displayed on the relevant page,
or is not displayed by 3:00 p.m., New York City time, on the related calculation date,
then the CMT rate for that CMT rate interest determination date shall be the treasury
constant maturity rate for the designated CMT maturity index as published in
H.15(519).
	 
	 	- 	 	 If the rate described in the prior paragraph is no longer published, or is not
published by 3:00 p.m., New York City time, on the related calculation date, then the
CMT rate for that CMT rate interest determination date shall be the treasury constant
maturity rate for the designated CMT maturity index, or other treasury rate for the
designated CMT maturity index, for the CMT rate interest determination date with
respect to that interest reset date that is:






	 	- 	 	 published by either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury and determined by the calculation
agent to be comparable to the rate formerly displaced on the designated CMT
Reuters page and published in H.15(519), if the designated CMT Reuters page is
Reuters Page FRBCMT; or
	 
	 	- 	 	 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 designated CMT
Reuters page is Reuters Page FEDCMT.






	 	- 	 	 If the rate described in the prior paragraph 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 shall be calculated by the Calculation Agent and shall be
a yield to maturity, based on the arithmetic mean of the secondary market bid rates 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 in The City of New York (“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 the most recently issued direct noncallable fixed rate obligations of
the United States (“treasury notes”) with an original maturity of approximately the
designated CMT maturity index, a remaining term to maturity of not less than such
designated CMT maturity index minus one year and in a




 









 






	 	 	 	principal amount that is representative for a single transaction in such securities
in such market at such time.






	 	- 	 	 If the Calculation Agent is unable to obtain at least three treasury note
quotations as described above, the CMT 3 rate for that CMT rate interest determination
date shall be calculated by the Calculation Agent and shall be a yield to maturity
based on the arithmetic mean of the secondary market bid rates 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 (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 treasury notes with an original maturity of the number of
years that is the next highest to the designated CMT maturity index, a remaining term
to maturity closest to the designated CMT maturity index and in an amount of at least
$100 million.
	 
	 	- 	 	 If three or four, and not five, of such reference dealers are quoting as set forth
above, then the CMT rate shall be based on the arithmetic mean of the bid rates
obtained and neither the highest nor lowest of such quotes shall be eliminated.
However, if fewer than three reference dealers selected by the Calculation Agent are
quoting as set forth above, the CMT rate with respect to that CMT rate interest
determination date shall be the CMT rate for the immediately preceding interest reset
period, or if there was no interest reset period, the rate of interest payable 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 designated CMT maturity index, then the quotes for the treasury note with
the shorter remaining term to maturity shall be used.





     “Designated CMT Reuters page” means the display on the Reuters 3000 Xtra Service (or any
successor service) specified above that displays “Treasury Constant Maturities” as reported in
H.15(519). If no Reuters page is so specified, then the applicable page will be Reuters page
FEDCMT. If Reuters page FEDCMT applies but it is not specified above whether the weekly or monthly
average applies, the weekly average will apply.



     “Designated CMT maturity index” means the original period to maturity of the U.S. treasury
securities (1, 2, 3, 5, 7, 10, 20 or 30 years) specified above with respect to which the CMT rate
shall be calculated.



LIBOR




     Unless otherwise specified above, “LIBOR” means the rate determined by the Calculation Agent
in accordance with the following provisions:



 









 






	 	-  	 	For an interest determination date relating to a LIBOR note or any floating rate
note for which LIBOR is an applicable base rate (a “LIBOR interest determination
date”), LIBOR shall be the rate for deposits in U.S. dollars having the index maturity
specified above, 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 that LIBOR
interest determination date.
	 
	 	-  	 	 If no rate appears, as the case may be, on the designated LIBOR page as specified
in the paragraph above, 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, after consultation with the Company, to provide its
offered quotation for deposits in U.S. dollars for the period of the index maturity
specified above, commencing on the applicable interest reset date, to prime banks in
the London interbank market at approximately 11:00 a.m., London time, on that LIBOR
interest determination date and in a principal amount that is representative for a
single transaction in U.S. dollars in that market at that time.
	 
	 	-  	 	 If the reference banks provide at least two such quotations, then LIBOR for that
LIBOR interest determination date shall be the arithmetic mean of such quotations. If
fewer than two quotations are provided, then LIBOR for that LIBOR interest
determination date shall be the arithmetic mean of the rates quoted at approximately
11:00 a.m., in The City of New York on that LIBOR interest determination date by three
major banks, in The City of New York, after consultation with the Company, for loans
in U.S. dollars to leading European banks, having the index maturity specified above
and in a principal amount that is representative for a single transaction in U.S.
dollars in that market at that time.
	 
	 	-  	 	 If the banks selected by the Calculation Agent are not quoting as set forth above,
LIBOR with respect to that LIBOR interest determination date shall be LIBOR for the
immediately preceding interest reset period, or if there was no interest reset period,
the rate of interest payable shall be the initial interest rate.





     “Designated LIBOR page” means the display on the Reuters 3000 Xtra Service (or any successor
service) on the “LIBOR01” page (or any other page as may replace such page on such service) for the
purpose of displaying the London Interbank rates of major banks for U.S. dollars or such other page
as may be specified above.



Prime Rate




     Unless otherwise specified above, if this is a prime rate Note or a floating rate Note for
which the prime rate is an applicable base rate, “prime rate” means with respect to any interest
determination date (a “prime rate interest determination date”) the rate set



 









 







forth on such date in H.15(519) under the caption “Bank Prime Loan.” If the prime rate cannot
be determined as described above, the following procedures shall apply.




	 	- 	 	 If the rate described above is not published by 3:00 p.m., New York City time, on
the related calculation date, then the rate on such prime rate interest determination
date as published in H.15 Daily Update, or another recognized electronic source used
for the purpose of displaying that rate, under the caption “Bank Prime Loan” shall be
the prime rate.
	 
	 	- 	 	 If the rate described above 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 prime rate shall be determined by the Calculation Agent and
shall be the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Page US PRIME 1, as defined below, as that bank’s prime
rate or base lending rate as of 11:00 a.m., New York City time, on that prime rate
interest determination date.
	 
	 	- 	 	 If fewer than four of these rates appear on the Reuters Page US PRIME 1 for that
prime rate interest determination date, then the prime rate shall be determined by the
Calculation Agent and shall be the arithmetic mean of the prime rates or base lending
rates quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on that prime rate interest determination
date by three major banks in New York City selected by the Calculation Agent, after
consultation with the Company.
	 
	 	- 	 	 If the banks selected by the Calculation Agent are not quoting as set forth above,
the prime rate with respect to that prime rate interest determination date shall
remain the prime rate for the immediately preceding interest reset period, or if there
was no interest reset period, the rate of interest payable shall be the initial
interest rate.





     “Reuters Page US PRIME 1” means the display on the Reuters 3000 Xtra Service designated as “US
PRIME 1” or such other page as may replace the US PRIME 1 page on that service, for the purpose of
displaying prime rates or base lending rates of major United States banks.



Treasury Rate




     Unless otherwise specified above, if this is a treasury rate Note or a floating rate Note for
which the treasury rate is an applicable base rate, “treasury rate” means, with respect to any
interest determination date (a “treasury rate interest determination date”) the rate from the
auction held on such treasury rate interest determination date of direct obligations of the United
States, or “treasury bills,” having the index maturity specified above under the caption
“INVESTMENT RATE” on the display on the Reuters 3000 Xtra Service designated as USAUCTION10 (or any
other page as may replace such page



 









 







on such service). If the treasury rate cannot be determined in this manner, the following
procedures shall apply.




	 	- 	 	 If the rate described above is not so published by 3:00 p.m., New York City time,
on the related calculation date, the bond equivalent yield, as defined below, of the
auction rate of such treasury bills as announced by the United States Department of
the Treasury by 3:00 p.m., New York City time, on the related calculation date shall
be the treasury rate.
	 
	 	- 	 	 If the auction rate described in the prior paragraph is not so announced by the
United States Department of the Treasury, or if no such auction is held, then the
treasury rate shall be the bond equivalent yield of the rate on that treasury rate
interest determination date of treasury bills having the index maturity specified
above as 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 that treasury rate interest determination
date of those treasury bills as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying that rate, under the caption
“U.S. Government Securities/Treasury Bills/Secondary Market.”
	 
	 	- 	 	 If the rate described in the prior paragraph is not yet published in H.15(519),
H.15 Daily Update or another recognized electronic source, then the treasury rate
shall be calculated by the Calculation Agent and shall be the bond equivalent yield of
the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m.,
New York City time, on that treasury rate interest determination date, of three
leading primary United States government securities dealers, selected by the
Calculation Agent, after consultation with the Company, for the issue of treasury
bills with a remaining maturity closest to the index maturity specified above.
	 
	 	- 	 	 If the dealers selected as described above by the Calculation Agent are not quoting
as set forth above, the treasury rate with respect to that treasury rate interest
determination date shall be the treasury rate for the immediately preceding interest
reset period, or if there was no interest reset period, the rate of interest payable
shall be the initial interest rate.





     “Bond equivalent yield” means a yield, expressed as a percentage, calculated in accordance
with the following formula:






     where “D” is the applicable per annum rate for treasury bills quoted on a bank discount basis, “N”
refers to 365 or 366, as the case may be, and “M” is the actual number of days in the applicable
interest reset period.



 









 





Federal Funds Rate




     Unless otherwise specified above, if this Note is a federal funds rate Note or a floating rate
Note for which the federal funds rate is an applicable base rate, “federal funds rate” means with
respect to any interest determination date (a “federal funds rate interest determination date”) the
rate with respect to that date for United States dollar federal funds as published in H.15(519)
under the heading “Federal Funds (Effective)” as that rate is displayed on Reuters on page
FEDFUNDS1 (or any other page that may replace such page on such service) under the heading
“EFFECT.” If the federal funds rate cannot be determined in this manner, the following procedures
shall apply.




	 	- 	 	 If the rate described above does not appear on Reuters on page FEDFUNDS1 by
3:00 p.m., New York City time, on the related calculation date, then the federal funds
rate shall be the rate with respect to that federal funds rate interest determination
date for United States dollar federal funds as published in H.15 Daily Update, or
another recognized electronic source used for the purpose of displaying that rate,
under the caption “Federal Funds (Effective).”
	 
	 	- 	 	 If the rate described above does not appear on Reuters on page FEDFUNDS1 or is not
yet published in H.15(519), H.15 Daily Update or another electronic source by
3:00 p.m., New York City time, on the related calculation date, then the federal funds
rate with respect to that federal funds rate interest determination date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the rates for
the last transaction in overnight United States dollar federal funds arranged by three
leading brokers of United States dollar federal funds transactions in The City of
New York selected by the Calculation Agent, after consultation with the Company, prior
to 9:00 a.m., New York City time, on the Business Day following that federal funds
rate interest determination date.
	 
	 	- 	 	 If the brokers selected as described above by the Calculation Agent are not quoting
as set forth above, the federal funds rate with respect to that federal funds rate
interest determination date shall be the federal funds rate for the immediately
preceding interest reset period, or if there was no interest reset period, the rate of
interest payable shall be the initial interest rate.





Other Matters




     The Company at its option, subject to the terms and conditions provided in the Indenture,
(a) shall be discharged from any and all obligations in respect of the Notes (except for certain
obligations including obligations to register the transfer or exchange of Notes, replace stolen,
lost or mutilated Notes, maintain paying agencies and hold moneys for payment in trust) or (b) need
not comply with certain restrictive covenants of the Indenture after the Company deposits with the
Trustee (or, in certain circumstances,



 









 




91 days after the Company deposits with the Trustee), pursuant to an escrow trust agreement,
money or U.S. Government Obligations, or a combination of money and U.S. Government Obligations,
which through the payment of interest thereon and principal thereof in accordance with their terms
shall provide money in an amount sufficient to pay all the principal of, and interest on, the Notes
on the dates such payments are due in the currency, currencies or currency unit or units, in which
such Notes are payable and in accordance with the terms of the Securities.




     If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected thereby (acting as one class). The Indenture also
contains provisions permitting the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected thereby (acting as one class), on behalf of the
Holders of all Securities of each such series, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture also provides that, regarding the Securities of any
series, the Holders of not less than a majority in principal amount of the Outstanding Securities
of such series may waive certain past defaults and their consequences on behalf of the Holders of
all Securities of such series. 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.



     As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note of
this series shall have any right to institute any proceeding with respect to the Indenture or for
any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, the Trustee
shall not have received from the Holders of a majority in principal amount of the Outstanding
Securities of this series a direction inconsistent with such request and the Trustee shall have
failed to institute such proceeding within 60 days; provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of
(and premium, if any) or interest on this Note on or after the respective due dates expressed
herein.



     No reference herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Company, which is absolute and



 









 







unconditional, to pay the principal of (and premium, if any) and interest on this Note at the
times, places 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 Note is registrable in the Note Register, upon surrender of this Note for
registration of transfer at the office or agency as may be designated by 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 Note Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor and terms, of authorized denominations and for the same aggregate
principal amount, shall be issued to the designated transferee or transferees.



     The Notes of this series are issuable only in registered form, without coupons, in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess thereof. 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 and of like
tenor and terms of a different authorized 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.



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



     The Indenture and the Notes shall be governed by, and construed in accordance with, the laws
of the State of New York.



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



 









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription of 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
	 	UNIF GIFT MIN Act                     Custodian                    
	TEN ENT

	 	- as tenants by the entireties
	 	
                                           (cust)
                       (Minor)
	JT TEN
	 	- as joint tenants with right	 	Under Uniform Gifts to
	 
	 	  of survivorship and not as	 	Minors Act                                                            
	 
	 	  tenants in common	 	                                           (State)





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



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




Please insert social security

or other identifying number

of assignee




 






 



PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE




 




the within Note and all rights thereunder, hereby irrevocably constituting and appointing
                                                                                                                         Attorney to transfer said Note on the books
of the Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	Signature	 	 
	 

	 	 	 	(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.)	 	 







 









 








OPTION TO ELECT REPAYMENT



TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO
EXERCISE SUCH RIGHTS




     The undersigned hereby irrevocably requests and instructs the Company to repay the attached
Note (or portion thereof specified below) pursuant to its terms at a price equal to 100% of the
principal amount thereof together in the case of any such repayment with interest to the repayment
date, to the undersigned at                                                             .



     For the Note to be repaid at the option of the Holder, the Paying Agent must receive at its
corporate trust office, at least 30 days but not more than 60 days prior to the repayment date on
which the Note is to be repaid, (i) the Note together with this “Option to Elect Repayment” form
duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial
bank or trust company in the United States setting forth the name of the Holder of the Note, the
principal amount of the Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of the Note, a statement that the option to elect repayment
is being exercised thereby and a guarantee that the Note, together with this duly completed form
entitled “Option to Elect Repayment” on the reverse of the Note, shall be received by the Paying
Agent not later than the third Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram, telex, facsimile transmission or
letter shall be effective only if the Note with such form duly completed are received by the paying
agent by such third Business Day.



     If less than the entire principal amount of the attached Note is to be repaid, specify the
portion thereof which the Holder elects to have repaid:                     ; and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Note or Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence of any specification,
one such Note shall be issued for the portion not being repaid):                     .




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	Signature	 	 
	 

	 	 	 	NOTICE: The signature to 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 whatsoever.