sttformofnote1794743011






                                              Form of Note                                                                    [Insert the Restricted Notes Legend, if applicable pursuant to the provisions of the Indenture]                   [Insert the Global Notes Legend, if applicable pursuant to the provisions of the Indenture]                                  STATE STREET CORPORATION                               Fixed-to-Floating Rate Senior Notes Due         No.                                                         $   CUSIP:                                                     Issue Date:   ISIN:                                                                  State Street Corporation, a corporation duly organized and existing under the laws of The Commonwealth   of Massachusetts (herein called the “Company,” which term includes any successor Person under the Indenture   hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the   principal sum of                   Dollars ($         ) on            ,  (herein called the “Maturity Date”), and to pay interest  thereon (1) from and including                   ,              to, but excluding,             ,         ,      (such period herein called  the “Fixed Rate Period”), or from and including the most recent Fixed Rate Interest Payment Date (as defined  below) to which interest has been paid or duly provided for, semi-annually in arrears on         and               (each, a  “Fixed Rate Interest Payment Date”) of each year during the Fixed Rate Period, commencing on        ,      and ending  on            ,        , at the rate of    % per annum; and (2) from and including                ,        , to, but excluding, the  Maturity Date (such period herein called the “Floating Rate Period”), or from and including the most recent Floating  Rate Period End Date (as defined below) to which interest has been paid or duly provided for, quarterly in arrears on  the Floating Rate Interest Payment Date (as defined below) following, or with respect to,         ,     ,      ,     ,          ,         and the Maturity Date (each such date, a “Floating Rate Period End Date”), at the Base Rate (as defined below) plus  a spread of      % (provided that in no event will the interest payable in respect of any interest payment period be less  than zero), until the principal hereof is paid or made available for payment; provided, that if any scheduled Floating  Rate Period End Date (other than the Maturity Date) falls on a day that is not a Business Day, then such date will be  postponed to the next day that is a Business Day, except that, if the next such date falls in the next calendar month,  then such date will be advanced to the immediately preceding day that is a Business Day; and provided further, that  if the Maturity Date is not a Business Day, any payment of principal and interest otherwise due on such day will be  made on the next succeeding date that is a Business Day, and no interest on such payment shall accrue for the period  from and after such Maturity Date.            The interest so payable, and punctually paid or duly provided for, on any Fixed Rate 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            and        , whether or not a Business Day, next preceding such Fixed Rate Interest Payment Date.             The interest so payable, and punctually paid or duly provided for, on any Floating Rate Interest Payment  Date, other than on the Maturity 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 second Business Day next preceding such Floating Rate Interest Payment Date.  Interest paid on the Maturity Date shall be paid to the Person to whom the principal will be payable.            Any such interest not so punctually paid or duly provided for on such Fixed Rate Interest Payment Date or  Floating Rate Interest Payment Date 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 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.                                                      1       





 






            Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the   office or agency of the Company maintained for that purpose in the City of Boston, Massachusetts, 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, that for so long as this Security is a Global Security, payment of the principal of (and premium, if  any) and any interest on this Security will be made by the Paying Agent by wire transfer in immediately available  funds in U.S. dollars at the office of the Paying Agent; provided further, that, in the case of payments made at  maturity of such Global Security, the Global Security is presented to the Paying Agent in time for the Paying Agent  to make such payments in accordance with its normal procedures.           Interest on this Security during the Fixed Rate Period shall be paid on the basis of a 360-day year consisting  of twelve 30-day months.  If a Fixed Rate Interest Payment Date for this Security falls on a day that is not a  Business Day, the Company shall postpone the interest payment to the next succeeding Business Day, but the  payments made on such dates shall be treated as being made on the date that the payment was first due, and Holders  of Securities of this series shall not be entitled to any further interest or other payments with respect to such  postponement.             Interest payment periods during the Floating Rate Period for this Security will be, with respect to each  Floating Rate Interest Payment Date, the period from and including the most recent interest payment period end date  to which interest has been paid or duly provided for (or from and including               in the case of the first interest  payment period during the Floating Rate Period) to, but excluding, the immediately preceding Floating Rate Period  End Date; provided that (i) the interest payment period with respect to the Maturity Date will be the period from and  including the Floating Rate Period End Date immediately prior to the Maturity Date to, but excluding, the Maturity  Date (i.e., the final Floating Rate Period End Date) and (ii) with respect to such final interest payment period, the  level of SOFR for each calendar day in the period from, and including, the second U.S. Government Securities  Business Day prior to the Maturity Date (the “Rate Cut-Off Date”) to, but excluding, the Maturity Date shall be the  level of SOFR in respect of such Rate Cut-Off Date. Interest on this Security during the Floating Rate Period will be  computed on the basis of a 360-day year for the actual number of days elapsed. For interest periods during the  Floating Rate Period, the interest rate applicable to an interest payment period, which interest rate will be  determined by the calculation agent following the applicable Floating Rate Period End Date (or, in the case of the  final Floating Rate Period End Date (i.e., the Maturity Date), following the Rate Cut-off Date), will equal the Base  Rate, calculated as described below, plus a spread of       %; provided that in no event will the interest payable in  respect of any interest payment period be less than zero.           The “Base Rate” shall be an accrued interest compounding factor calculated in accordance with the   following formula:                                                              360                                     1  +                    1                                                           360                                                                        ��      �                   � −    �                                                                        where (i) “d0” refers, for any floating= 1rate interest payment period, to the number of U.S. Government Securities   Business Days in the relevant floating rate interest payment period, (ii) “i” refers to a series of whole numbers from   one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from,   and including, the first U.S. Government Securities Business Day in the relevant floating rate interest payment   period, (iii) “SOFRi”, for any day “i” in the relevant floating rate interest payment period, refers to a reference rate  equal to SOFR in respect of that day, (iv) “ni” refers to the number of calendar days in the relevant floating rate   interest payment period on which the rate is SOFRi and (v) “d” refers to the number of calendar days in the relevant   floating rate interest payment period. For these calculations, the interest rate in effect on any U.S. Government  Securities Business Day will be the applicable rate as reset on that date.  The interest rate applicable to any other day  is the interest rate from the immediately preceding U.S. Government Securities Business Day.            For purposes of this Security, “SOFR”, with respect to any U.S. Government Securities Business Day,  means the rate determined by the calculation agent in accordance with the following provisions:        





 






                       1. the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business  Day as provided by the New York Federal Reserve, as the administrator of such rate (or a successor  administrator) on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York time) on the  U.S. Government Securities Business Day immediately following such U.S. Government Securities  Business Day; or       2. if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business  Day does not appear as specified in paragraph (a), unless the Company or its designee has determined that  both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the  Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for  which such rate was published on the New York Federal Reserve’s Website; or       3. if the Company or its designee has determined that a Benchmark Transition Event and its related  Benchmark Replacement Date have occurred:              a.  the sum of: (i) the alternate rate of interest that has been selected or recommended by the         Relevant Governmental Body as the replacement for the then-current Benchmark for the         applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; or              b.  the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment;         or              c.  the sum of: (i) the alternate rate of interest that has been selected by the Company or its         designee as the replacement for the then-current Benchmark for the applicable Corresponding         Tenor giving due consideration to any industry- accepted rate of interest as a replacement for the         then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (ii) the         Benchmark Replacement Adjustment.   As used in this Security:       1. “Benchmark” means the Secured Overnight Financing Rate compounded on a daily basis;  provided that if the Company or its designee has determined that a Benchmark Transition Event and its  related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate  or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.       2. “Benchmark Replacement” means the first alternative set forth in the order presented in clause (3)  of the definition of “SOFR” that can be determined by the Company or its designee as of the Benchmark  Replacement Date. In connection with the implementation of a Benchmark Replacement, the Company or  its designee will have the right to make Benchmark Replacement Conforming Changes from time to time.       3. “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that  can be determined by the Company or its designee as of the Benchmark Replacement Date:              a.  the spread adjustment, or method for calculating or determining such spread adjustment,         (which may be a positive or negative value or zero) that has been selected or recommended by the         Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;              b.  if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback         Rate, then the ISDA Fallback Adjustment;              c.  the spread adjustment (which may be a positive or negative value or zero) that has been         selected by the Company or its designee giving due consideration to any industry-accepted spread         adjustment, or method for calculating or determining such spread adjustment, for the replacement         of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S.         dollar-denominated floating rate notes at such time.       4. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark  Replacement, any technical, administrative or operational changes (including changes to the definition of                                     





 






                   “floating rate interest payment period,” timing and frequency of determining rates and making payments of  interest and other administrative matters) that the Company or its designee decides may be appropriate to  reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market  practice (or, if the Company or its designee decides that adoption of any portion of such market practice is  not administratively feasible or if the Company or its designee determine that no market practice for use of  the Benchmark Replacement exists, in such other manner as the Company or its designee determines is  reasonably necessary).       5. “Benchmark Replacement Date” means the earliest to occur of the following events with respect  to the then-current Benchmark:              a.  in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the         later of (i) the date of the public statement or publication of information referenced therein and (ii)         the date on which the administrator of the Benchmark permanently or indefinitely ceases to         provide the Benchmark; or              b.  in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of          the public statement or publication of information referenced therein.       For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the  same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark  Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.       6.  “Benchmark Transition Event” means the occurrence of one or more of the following events with  respect to the then-current Benchmark:              a.  a public statement or publication of information by or on behalf of the administrator of          the Benchmark announcing that such administrator has ceased or will cease to provide the          Benchmark, permanently or indefinitely, provided that, at the time of such statement or          publication, there is no successor administrator that will continue to provide the Benchmark;              b.  a public statement or publication of information by the regulatory supervisor for the          administrator of the Benchmark, the central bank for the currency of the Benchmark, an          insolvency official with jurisdiction over the administrator for the Benchmark, a resolution          authority with jurisdiction over the administrator for the Benchmark or a court or an entity with          similar insolvency or resolution authority over the administrator for the Benchmark, which states          that the administrator of the Benchmark has ceased or will cease to provide the Benchmark          permanently or indefinitely, provided that, at the time of such statement or publication, there is no          successor administrator that will continue to provide the Benchmark; or              c.  a public statement or publication of information by the regulatory supervisor for the          administrator of the Benchmark announcing that the Benchmark is no longer representative.       7.  “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor  a day on which banking institutions are authorized or required by law or regulation to close in The City of  New York or The City of Boston.       8.  “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including  overnight) having approximately the same length (disregarding business day adjustment) as the applicable  tenor for the then-current Benchmark.       9.  “Floating Rate Interest Payment Date” means the second Business Day following each Floating  Rate Period End Date; provided, that the Floating Rate Interest Payment Date with respect to the final  interest payment period will be the Maturity Date. If the scheduled Maturity Date falls on a day that is not a  Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but  interest on that payment will not accrue during the period from and after the scheduled Maturity Date.                                      





 






              10. “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and         Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or         any successor definitional booklet for interest rate derivatives published from time to time.              11. “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative         value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be         determined upon the occurrence of an index cessation event with respect to the Benchmark for the         applicable tenor.              12. “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the         ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the         Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.              13. “New York Federal Reserve” means the Federal Reserve Bank of New York.              14. “New York Federal Reserve’s Website” means the website of the New York Federal Reserve,         currently at http://www.newyorkfed.org, or any successor source.              15. “Reference Time” with respect to any determination of the Benchmark means the time determined         by the Company or its designee in accordance with the Benchmark Replacement Conforming Changes.              16. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve         Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or         the Federal Reserve Bank of New York or any successor thereto.              17. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a         day on which the Securities Industry and Financial Markets Association recommends that the fixed income         departments of its members be closed for the entire day for purposes of trading in U.S. government         securities.              18. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the         Benchmark Replacement Adjustment.          If the Company or its designee has determined that a Benchmark Transition Event and its related  Benchmark Replacement Date have occurred, any determination, decision or election made by the Company or  its designee with respect to the determination of SOFR (i) will be conclusive and binding absent manifest error;  (ii) will be made in the Company’s or its designee’s sole discretion; and (iii) notwithstanding anything herein to  the contrary, shall become effective without consent from the Holders or any other party.          In case an acceleration of the maturity of the Securities shall have occurred and be continuing as a result of  an Event of Default, the amount declared due and payable for the Securities (the “Stated Principal Amount”) upon  any acceleration of the Securities shall be determined by State Street Bank and Trust Company (the “Bank”), or, if  the Company has appointed a designee, after consultation with the Bank, by such designee, in its capacity as the  calculation agent, and shall be an amount in cash equal to the Stated Principal Amount plus accrued and unpaid  interest thereon calculated as if the date of such acceleration were the Maturity Date, final Floating Rate Period End  Date (if applicable) and final Floating Rate Interest Payment Date.          The calculation agent shall be the Bank, an affiliate thereof or a bank or other entity  as the Company may  appoint. The Company may appoint a different institution to serve as calculation agent from time to time after the  original issue date of this Security without the consent of Holders of this Security and without notice. The  calculation agent’s determination of any interest rate, and its calculation of the amount of interest for any interest  period, will be on file at the Company’s principal offices, will be made available to any noteholder upon request and  will be final and binding in the absence of manifest error.          All percentages used in or resulting from any calculation of the interest rate on this Security during the  Floating Rate Period will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with  five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to      





 






     9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculations will be rounded to  the nearest cent (with one-half cent being rounded upwards).           The interest rate on this Security during the Floating Rate Period will in no event be higher than the  maximum rate permitted by New York law as the same may be modified by United States law of general  application.           Upon the occurrence, if any, of the events set forth in the Registration Rights Agreement (as defined in the  Indenture), the Company shall pay additional interest on this Security, which shall accrue at a rate of 0.25% for the  first 90-day period after the date of such event and increased by an additional 0.25% for each subsequent 90-day  period thereafter, up to a maximum additional interest rate of 0.50% per annum over the interest rate otherwise then  applicable for this security, as set forth in the Registration Rights Agreement  (“Additional Interest”). The Company  shall pay all Additional Interest, if any, on the applicable interest payment date described herein in the same manner  as interest is paid on this Security. Unless context otherwise requires, for the avoidance of doubt any references to  “interest” with respect to this Security herein shall include any Additional Interest that may be payable pursuant to  this paragraph.            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 October 31, 2014 (herein called the  “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (herein called the  “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental  Indenture, dated as of May 8, 2017 (the “First Supplemental Indenture”) and a Second Supplemental indenture,  dated as of March 30, 2020, in each case between the Company and the Trustee (the “Second Supplemental  Indenture” and, together with the First Supplemental Indenture and the Base Indenture, herein called the  “Indenture”), and reference is hereby made to the Indenture 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.             The Securities of this series constitute the direct, unsecured and unsubordinated general obligations of the  Company and shall at all times rank pari passu with all other existing and future senior unsecured indebtedness of  the Company.           The Securities of this series are subject to redemption, at the election of the Company, upon not less than  30 days’ and not more than 60 days written notice by mail to Holders, in whole, but not in part, on, and only on,          ,       at a Redemption Price equal to 100% of the principal amount, plus accrued and unpaid interest thereon, if any,  to, but excluding the Redemption Date, as provided in the Indenture.           The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or  certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with  certain conditions set forth in the Indenture. If 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 a majority in principal amount of the Securities at the time Outstanding of each series to be affected.  The  Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the  Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive  compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture  and their consequences. Any such consent or waiver by the Holder of this 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.  For the purpose of this paragraph, the term “default” means any event that is, or after notice or  lapse of time or both would become, an Event of Default or Covenant Breach in respect of such Securities.        





 






            As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the   right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for   any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a   continuing Event of Default or Covenant Breach with respect to the Securities of this series, the Holders of not less   than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request   to the Trustee to institute proceedings in respect of such Event of Default or Covenant Breach, as applicable, as  Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a  majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such  request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and  offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the  enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due  dates expressed herein.           No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or  impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium  and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.           As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security   is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or   agency of the Company in any place where the principal of and any premium and interest on this Security are   payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the 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 like tenor, 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   $2,000 and integral multiples of $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 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 be overdue, and neither the Company, the Trustee nor any such   agent shall be affected by notice to the contrary.             This Security shall be governed by and construed in accordance with the law 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.           Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this   Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.                                              - end of page -                               [Signatures appear on the following page]           





 






           IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed   under its corporate seal.       Dated: _________, ____        STATE STREET CORPORATION        By:                                          Name:   Title:          Attest:       By:                                          Name:   Title:                                                                                                                                       





 






                             TRUSTEE’S CERTIFICATE OF AUTHENTICATION   This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture.                 U.S. BANK NATIONAL ASSOCIATION, as Trustee   Dated:  _________, _____       By:                              Name:   Authorized Signatory                                       A-8         





 






                            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR                     REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES       This certificate relates to $____ principal amount of Notes held in (check applicable space) _____ book-entry or  ______ definitive form by the undersigned.       The undersigned (check one box below):      has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by      the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal      amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with      the Indenture; or      has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.       In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such   Notes are being transferred in accordance with its terms:       CHECK ONE BOX BELOW       (1)       to the Company or any subsidiary thereof; or       (2)       to the Security Registrar for registration in the name of the Holder, without transfer; or       (3)       pursuant to an effective registration statement under the Securities Act of 1933, as amended (the                 “Securities Act”); or       (4)       to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in                 Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account                 of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance                 on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or       (5)       pursuant to offers and sales to non-U.S. persons that occur outside the United States of America within                 the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the                 expiration of the Distribution Compliance Period, the Notes shall be held immediately thereafter through                 Euroclear or Clearstream); or       (6)       pursuant to another available exemption from registration under the Securities Act.       Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this      certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box      (6) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes,      such legal opinions, certifications and other information as the Company or the Trustee has reasonably      requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not      subject to, the registration requirements of the Securities Act.                                                           __________________________________________________                                               Your Signature   Date: ________________                       __________________________________________________                                              Signature of Signature Guarantor         





 






                        TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.       The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect  to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within  the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it  has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has  determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s  foregoing representations in order to claim the exemption from registration provided by Rule 144A.   Date: ________________                       __________________________________________________                                              NOTICE:        To be executed by an executive officer                                               Name:                                               Title:                                     Signature Guarantee*: _____________   * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the  Trustee).            





 






                  SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE       The initial outstanding principal amount of this Global Note is $                   . The following exchanges of a  part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of  another Global Note or Definitive Note for an interest in this Global Note, have been made:                                                                                Signature of                     Amount of decrease Amount of increase Principal Amount authorized signatory                        in Principal      in Principal    of this Global Note   of Trustee,                       Amount of this    Amount of this    following such      Depositary or   Date of Exchange     Global Note       Global Note    decrease or increase   Custodian