exv4w3





 Exhibit 4.3




               This Security is a Depositary Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or nominee of a Depositary. This
Security 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 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 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
	 

	 	PRINCIPAL AMOUNT:
	NO. FXR

	 	U.S. $






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION




MEDIUM-TERM NOTE, SERIES C



(FIXED RATE)                               CUSIP NO.




	 	 	 
	ORIGINAL ISSUE DATE:

	 	STATED MATURITY DATE:
	 
	 	 
	INTEREST RATE:
	 	 
	 
	 	 
	REDEMPTION DATE(S):

	 	REDEMPTION PERIOD(S) AND PRICE(S):
	 
	 	 
	REPAYMENT DATE(S):

	 	REPAYMENT PRICE(S):
	 
	 	 
	INITIAL MATURITY DATE:

	 	RENEWAL TERMS: (IF ANY)
	 
	 	 
	FINAL MATURITY DATE:

	 	EXTENSION TERMS: (IF ANY)
	 
	 	 
	OTHER PROVISIONS:

	 	OPTIONAL RESET DATE(S): (IF ANY)






               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, or
registered assigns, the principal sum of U.S. DOLLARS, on the Stated Maturity Date set forth above,
and to pay interest thereon from the Original Issue Date set forth



 








 




above or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on January 15 and July 15 in each year, commencing on the
first such Interest Payment Date next succeeding the Original Issue Date and at Maturity (as
defined below), at the per annum Interest Rate set forth above, until the principal hereof is paid
or made available for payment. The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date; provided, however,
that if the Original Issue Date falls between a Regular Record Date and an Interest Payment Date,
the first payment of interest will be paid on the Interest Payment Date following the next
succeeding Regular Record Date to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on such next succeeding Regular
Record Date; and provided further that interest payable on the Stated Maturity Date or, if
applicable, upon redemption or repayment (such Stated Maturity Date, redemption date or repayment
date, a “Maturity”) (whether or not such Maturity Date is an Interest Payment Date) shall be
payable to the Person to whom principal shall be payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and 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 the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture. Payment of the principal of (and premium, if any) and interest on this Security
will be made [at the office or agency of the Company as may be designated by it for such 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 at the option of the Company, payment of interest may be made by United
States dollar check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. Notwithstanding the foregoing, a holder of $10,000,000 or more in
aggregate principal amount of Securities of like tenor and terms shall be entitled to receive such
payment of interest by wire transfer in immediately available funds, but only if appropriate
instructions have been received in writing by the Paying Agent on or prior to the applicable
Regular Record Date for such payment of interest] [by wire transfer to the account designated by
the Depositary]. The Company has initially designated U.S. Bank National Association as its Paying
Agent for the Securities in the Borough of Manhattan, The City of New York.




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



               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 Security 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.



2









 





	 	 	 	 	 	 	 
	 	 	 	 	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	 	 	 	  






3








 





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION




MEDIUM-TERM NOTE, SERIES C




               This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), 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
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof, which series is
unlimited in aggregate principal amount.



               Each Security of this series shall be dated the date of its authentication by the Trustee.
Each Security 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 Security (or such subsequently issued
Securities) regardless of their dates of authentication.



               Unless one or more Redemption Dates are specified on the face hereof, this Security shall not
be redeemable at the option of the Company before the Stated Maturity specified on the face hereof.
If one or more Redemption Dates (or ranges of Redemption Dates) are so specified, this Security 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 Security),
together in the case of any such redemption with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is prior to the Redemption Date will be payable to the
Holder of this Security, 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 Security that remains outstanding after such redemption is an Authorized
Denomination as defined herein. In the event of any redemption in part, the Company will not be
required to (i) issue, register the transfer of, or exchange any Security 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 Security, or any portion thereof,
called for redemption, except the unredeemed portion of any Security being redeemed in part.



               Unless one or more Repayment Dates is specified above, this Security 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 Security 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 Security is a Discounted Security (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 Security), 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 will be payable to the Holder of this Security, 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



 









 







Security 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 Security is to be
repaid, (a) appropriate wire transfer instructions and (b) either (i) this Security 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 Security, the portion of principal amount of this Security, the
principal amount of this Security to be repaid, the certificate number or a description of the
tenor and 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” on this Security, will 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 Security and form duly completed are received by the Paying Agent by such fifth
Business Day. Exercise of the repayment option by the Holder shall be irrevocable, except a Holder
who has tendered this Security for repayment pursuant to a Reset Notice or an Extension Notice
(each as defined in the Prospectus Supplement related hereto). The repayment option with respect
to this Security may be exercised by the Holder for less than the entire principal amount hereof,
provided that the principal amount, if any, of this Security that remains outstanding after such
repayment must be an authorized denomination as defined herein. The Company will not be required
to register the transfer or exchange of any Security following the receipt of a notice to repay a
Security as described above. All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be determined by the Trustee, whose
determination will be final, binding and non-appealable.



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



               If so specified above, the Stated Maturity of this Security may be extended at the option of
the Company, in the manner set forth below (unless otherwise provided on the face hereof), for the
period or periods specified above (each an “Extension Period”) up to but not beyond the date (the
“Final Maturity Date”) set forth above:




          (a) The Company may exercise such option by notifying the Paying Agent of such
exercise at least 45 but no more than 60 days prior to the Stated Maturity in effect
prior to such exercise (the “Original Stated Maturity”). If the Company exercises such
option, the Paying Agent will mail by first-class mail, postage prepaid, to the Holder
of this Security no later than 40 days prior to the Original Stated Maturity a notice
setting forth (i) the election of the Company to extend the Stated Maturity, (ii) the
new Stated Maturity (which shall then be considered the Stated Maturity for all purposes
of this Security), (iii) the interest rate applicable to the Extension Period and (iv)
the provisions, if any, for redemption during such Extension Period, including the date
or dates on which or the period or periods during which and the price or prices at which
such redemption may occur during the Extension Period. Upon the Paying Agent’s
transmittal of the Extension Notice, the Original Stated Maturity of this Security shall
be extended automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, this Security will have the same terms as prior to the
transmittal of such Extension Notice.




          (b) Notwithstanding the foregoing, not later than 20 days prior to the Original
Stated Maturity of this Security the Company may, at its option, revoke the interest
rate provided for in the Extension Notice and establish an interest rate that is higher
than the interest rate provided for in the Extension Notice for the Extension Period by
mailing or



2









 







causing the Paying Agent to transmit notice, by first class mail, postage
prepaid, of such higher interest rate to the Holder of this Security. Such notice shall
be irrevocable. All Securities with respect to which the Stated Maturity is extended
will bear such higher interest rate for the Extension Period.




          (c) If the Company elects to extend the Stated Maturity of this Security, the
Holder hereof will have the option to elect repayment of this Security by the Company on
the Original Stated Maturity at a price equal to the principal amount hereof plus
interest accrued to such date. In order for this Security to be so repaid on the
Original Stated Maturity, the Holder hereof must follow the procedures set forth above
for optional repayment, except that the period for delivery of this Security or
notification to the Paying Agent shall be at least 25 but not more than 35 days prior to
the Original Stated Maturity and except that, if the Holder hereof has tendered this
Security for repayment pursuant to an Extension Notice, such Holder may, by written
notice to the Paying Agent, revoke such tender for repayment until the close of business
on the tenth day prior to the Original Stated Maturity.



               If so specified above, this Security may be renewed by the Holder of the Security on an
Interest Payment Date (specified above) occurring in or prior to the twelfth month following the
Original Issue Date (the “Initial Maturity Date”) in accordance with the procedures described
below:




          (a) On the Interest Payment Date occurring in the sixth month (unless a different
interval (the “Special Election Interval”) is specified above) prior to the Initial
Maturity Date (as specified above) of a Renewable Note (the “Initial Renewal Date”) and
on the Interest Payment Date occurring in each sixth month (or in the last month of each
Special Election Interval) after such Initial Renewal Date (each, together with the
Initial Renewal Date, a “Renewal Date”), the term of this Security may be extended to
the Interest Payment Date occurring in the twelfth month (or, if a Special Election
Interval is specified the last month in a period equal to twice the Special Election
Interval) after such Renewal Date, if the Holder of this Security elects to extend the
term of this Security or any portion hereof as provided below. If the Holder of this
Security does not elect to extend the term of any portion of the principal amount of
this Security during the specified period prior to any Renewal Date, such portion will
become due and payable on the Interest Payment Date occurring in the sixth month (or the
last month in the Special Election Interval) after such Renewal Date (the “New Maturity
Date”).




          (b) A Holder of this Security may elect to renew the term of this Security, or if
specified above, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed Paying Agent) at the Corporate Trust Office not less than
15 nor more than 30 days prior to such Renewal Date (unless another period is specified
above as the “Special Election Period”). Such election will be irrevocable and will be
binding upon each subsequent Holder of this Security. An election to renew the term of
this Security may be exercised with respect to less than the entire principal amount of
this Security only if so specified above and only in such principal amount, or any
integral multiple in excess thereof, as specified above. Notwithstanding the foregoing,
the term of this Security may not be extended beyond the Stated Maturity specified
above.




          (c) If the Holder of this Security does not elect to renew this Security, this
Security must be presented to the Trustee (or any duly appointed Paying Agent)
simultaneously with notice of such election (or, in the event notice of such election,
together with a guarantee of delivery within five Business Days, is transmitted on
behalf of the Holder hereof from a member of a national securities exchange, the Financial Industry
Regulatory



3









 







Authority, Inc., or a commercial bank or trust company in the United States,
within five Business Days of the date of such notice). As soon as practicable following
receipt of this Security the Trustee (or any duly appointed Paying Agent) will issue in
exchange of this Security in the name of the Holder hereof (i) a Security, in a
principal amount equal to the principal amount of this Security for which the election
to renew the term hereof was exercised, with terms identical to those specified on this
Security (except for the Original Issue Date and the Initial Interest Rate and except
that such Security will have a fixed, nonrenewable Stated Maturity on the New Maturity
Date) and (ii) if such election is made with respect to less than the full principal
amount of this Security, a replacement Security in a principal amount equal to the
principal amount of this Security for which the election was made, with terms identical
to this Security.



               If so specified above, the interest rate of this Note may be reset at the option of the
Company on the date set forth on the face hereof (each an “Optional Reset Date”) in accordance with
the procedures described below:




          (a) The Company may exercise such option by notifying the Paying Agent of such
exercise at least 45 but not more than 60 days prior to an Optional Reset Date set forth
on the face hereof. If the Company exercises such option, the Paying Agent will mail by
first-class mail, postage prepaid, to the Holder of this Security not later than 40 days
prior to such Optional Reset Date a notice (the “Reset Notice”) setting forth (i) the
election of the Company to reset the interest rate of this Security, (ii) such new
interest rate, and (iii) the provisions, if any, for redemption of this Security during
the period from such Optional Reset Date to the next Optional Reset Date or, if there is
no such next Optional Reset Date, to the Stated Maturity of this Security (each such
period a “Subsequent Interest Period”), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption may
occur during such Subsequent Interest Period.




          (b) Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date of this Security, the Company may, at its option, revoke the interest rate
provided for in the Reset Notice and establish a interest rate that is higher for the
Subsequent Interest Period commencing on such Optional Reset Date by mailing or causing
the Paying Agent to mail notice of such higher interest rate by first class mail,
postage prepaid, to the Holder of this Security. Such notice shall be irrevocable. All
Securities with respect to which the interest rate is reset on an Optional Reset Date
will bear such higher interest rate.




          (c) If the Company elects to reset the interest rate of this Security, the Holder
of this Security will have the option to elect repayment of this Security by the Company
on any Optional Reset Date at a price equal to the principal amount hereof plus interest
accrued to such Optional Reset Date. In order for this Security to be so repaid on an
Optional Reset Date, the Holder hereof must follow the procedures set forth above for
optional repayment, except that the period for delivery of this Security or notification
to the Paying Agent shall be at least 25 but not more than 35 days prior to such
Optional Reset Date and except that, if the Holder hereof has tendered this Security for
repayment pursuant to a Reset Notice, such Holder may, by written notice to the Paying
Agent, revoke such tender for repayment until the close of business on the tenth day
prior to such Optional Reset Date.



               Interest payments for this Security will include interest accrued from and including the most
recent date to which interest has been paid or duly provided for (or from and including the
Original Issue Date, if no interest has been paid with respect to this Security) to but excluding
the Interest Payment Date or Maturity Date. If any Interest Payment Date or the Maturity falls on
a day that



4









 







is not a Business Day, the related payment of principal, premium, if any, or interest
will be made on the next succeeding Business Day as if made on the date such payment was due, and
no interest will accrue on the amount so payable for the period from and after such Interest
Payment Date or Maturity, as the case may be. “Business Day” means any day that is not a Saturday
or Sunday and that, in the City of New York, is not a day on which banking institutions generally
authorized or obligated by or pursuant to law, regulation of executive order to close. Interest
payments for this Security shall be computed and paid on the basis of a 360-day year of twelve
30-day months.



               The Company at its option, subject to the terms and conditions provided in the Indenture, (a)
will be discharged from any and all obligations in respect of the Securities (except for certain
obligations including obligations to register the transfer or exchange of Securities, replace
stolen, lost or mutilated Securities, 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 will provide money in an amount sufficient to
pay all the principal of, and interest on, the Securities on the dates such payments are due in the
currency, currencies or currency unit or units, in which such Securities are payable and in
accordance with the terms of the Securities.



               If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities 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 Security 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 set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of
this series will 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 Security on or after the respective due dates expressed
herein.



5








 





               No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable in the Security Register, upon surrender of this Security
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 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 the tenor and terms, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.



               The Securities 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, Securities of this
series are exchangeable for a like aggregate principal amount of Securities 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 Security 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
Security is registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



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



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



6









 





 






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

TEN ENT
	 	-

-
	 	as tenants in common

as tenants by the entireties
	 	UNIF GIFT MIN Act ___
Custodian___
                               (cust)          (Minor)
	JT TEN

	 	-
	 	as joint tenants with right of

survivorship and not as tenants in
common
	 	Under Uniform Gifts to

Minors Act                                        

                               (State)






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




7








 





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 Security and all rights thereunder, hereby irrevocably constituting and appointing
                                                            
Attorney to transfer said Security 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.)







8








 






OPTION TO ELECT REPAYMENT




     TO BE COMPLETED ONLY IF THIS SECURITY 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
Security (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 Security to be repaid at the option of the Holder, the paying agent must receive as
its corporate trust office, at least 30 days but not more than 60 days prior to the Repayment Date
on which the Security is to be repaid, (i) the Security 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
Security, the principal amount of the Security, the principal amount of the Security to be repaid,
the certificate number or a description of the tenor and terms of the Security, a statement that
the option to elect repayment is being exercised thereby and a guarantee that the Security,
together with this duly completed form entitled “Option to Elect Repayment” on the reverse of the
Security, will 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 telegram,
telex, facsimile transmission or letter shall be effective only if the Security with such form duly
completed are received by the paying agent by such fifth Business Day.



               If less than the entire principal amount of the attached Security 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 Security or
Securities to be issued to the Holder for the portion of the within Security not being repaid (in
the absence of any specification, one such Security will be issued for the portion not being
repaid):                                         .



	 	 	 	 	 
	Dated:
	 	 	 	 
	
 
	 	 
	 

	 	 	 	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.






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