Exhibit 4.2

ROSS STORES,
INC.
OFFICERS’ CERTIFICATE 

The undersigned, Michael J.
Hartshorn, Chief Financial Officer, and William Sheehan, Treasurer of Ross
Stores, Inc., a Delaware corporation (the “Company”), pursuant to resolutions
(the “Resolutions”) of the Board of Directors of the Company adopted on May 21,
2014 pursuant to Sections 2.1 and 2.3 of the indenture, dated as of September
18, 2014 (the “Indenture”), between the Company and U.S. Bank, National
Association, as trustee (the “Trustee”), do hereby adopt the following
resolutions: 

RESOLVED, that there is hereby
established a series of securities under the Indenture with the following terms:


(i) The securities are
entitled 3.375% Senior Notes due 2024 (the “Securities”). 

(ii) The Securities are
limited in aggregate principal amount to $250,000,000 (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Sections 2.8, 2.9, 2.13 or 9.5
of the Indenture); provided the Company may, without the consent of holders of
the Securities, issue additional debt securities having the same ranking and the
same interest rate, maturity and other terms as the Securities, which additional
debt securities will constitute a single series of debt securities under the
Indenture. 

(iii) The principal amount of
the Securities will mature on September 15, 2024, subject to the provisions of
the Indenture relating to acceleration.

(iv) The Securities will bear
interest from September 18, 2014 at the rate of 3.375% per annum, or as may be
adjusted pursuant to the terms hereof, payable on each March 15 and September
15, commencing March 15, 2015, to the holders of record of the on Securities the
March 1 or September 1, as the case may be, preceding such March 15 or September
15. Interest on the Securities will be computed on the basis of a 360 day year
of twelve 30-day months.

(v) The principal of and
interest on the Securities will be payable at the office or agency of the
Company maintained for that purpose, pursuant to the Indenture, in the City of
San Francisco, which shall be initially the corporate trust office of the
Trustee; provided, however, that at the option of the Company, such payment of
interest may be made by check mailed to the person entitled thereto as provided
in the Indenture. 

(vi) The Securities initially
will be represented by securities registered in the name of the nominee of The
Depository Trust Company. Except as set forth in the Indenture or in the
prospectus supplement dated September 15, 2014 relating to the public offering of the Securities, the Securities will
not be issuable in certificated form. 







(vii) The Securities will be
redeemable prior to maturity as described in Section 2 of the form of the
Securities attached hereto.

(viii) The Securities will be
subject to repayment at the option of the holders as described in Section 3 of
the form of the Securities attached hereto. 

(ix) The Securities shall be
issued in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. 

(x) The Securities shall be
defeasible pursuant to the Article VIII of the Indenture. 

(xi) The Securities shall not
have the benefit of any sinking fund. 

FURTHER RESOLVED, the form of
the Securities attached hereto as Exhibit A is hereby approved. 

All capitalized terms used
herein and not otherwise defined shall have the meanings given such terms in the
Indenture. 

[Remainder of page
intentionally left blank; signatures appear on next page]







IN WITNESS WHEREOF, the
undersigned have hereunto signed their names this 18th day of
September, 2014. 

	 	By:  
      	/s/ Michael J. Hartshorn
			Name: Michael J.
      Hartshorn
			Title: Chief
      Financial Officer
		 
		 
		By:	/s/ William Sheehan
			Name: William Sheehan
			Title:
      Treasurer


 

 

 

 

 


 

Officers’ Certificate
Establishing Series       







UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITORY”) 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 DEPOSITORY 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



ROSS STORES, INC.


3.375% SENIOR NOTES DUE
2024 

	CUSIP NO.
      778296AA1	
	ISIN NO.
      US778296AA10	
	No. R-1	US$250,000,000



ROSS STORES, INC., a Delaware
corporation (herein called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal
sum of TWO HUNDRED FIFTY MILLION DOLLARS (US$250,000,000) on September 15, 2024,
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest thereon semi-annually on each March 15 and September 15 (each an
“Interest Payment Date”), commencing March 15, 2015 and at maturity on said
principal sum, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, at the rate per annum specified in the title of this Security, from the
March 15 or September 15, as the case may be, next preceding the date of this
Security to which interest has been paid, unless the date hereof is a date to
which interest has been paid, in which case from the date of this Security, or
unless no interest has been paid on this Security, in which case from September
18, 2014, until payment of said principal sum has been made or duly provided
for. Payments of such principal and interest shall be made at the office or
agency of the Company in San Francisco, California, which, subject to the right
of the Company to vary or terminate the appointment of such agency, shall
initially be at the principal office of U.S. Bank National Association, One
California Street, Suite 1000, San Francisco, California 94111; provided, that payment of interest may be made at the option of the Company by
check mailed to the address of the person entitled thereto as such address shall
appear on the Security register; provided, further that so long as CEDE & CO. or another nominee of the Depository is
the registered owner of this Security payments of principal and interest will be
made in immediately available funds through the Depository's Same-Day Funds
Settlement System. Notwithstanding the foregoing, if the date hereof is after March 1 or September 1, as the
case may be, and before the following March 15 or September 15, this Security
shall bear interest from such March 15 or September 15; provided, that if the Company shall default in the payment of interest due on
such March 15 or September 15, then this Security shall bear interest from the
next preceding March 15 or September 15, to which interest has been paid or, if
no interest has been paid on this Security, from September 18, 2014. The
interest payable on any March 15 or September 15 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this Security is registered at the close of business
on the March 1 or September 1 (each a “Record Date”), as the case may be, next
preceding such March 15 or September 15, and the interest payable at maturity
will be payable to the person to whom the principal hereof shall be payable.



Reference is made to the
further provisions of this Security set forth on the reverse hereof. Such
further provisions shall for all purposes have the same effect as though fully
set forth at this place. 

This Security shall not be
valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof. 

[Signatures appear on
next page] 







IN WITNESS WHEREOF, ROSS
STORES, INC. has caused this instrument to be signed by facsimile by its duly
authorized representative. 

Dated: September 18, 2014


	Attest:	      	ROSS STORES,
      INC.
	 	
	 	
	 	
	By: 
    		 	By: 
    	
		Name:			Name: Michael J. Hartshorn
		Title:			Title: Chief Financial Officer
	 	
	 	
	 	
	By:			By:	
		Name:			Name:
		Title:			Title:


 

 

 

3.375% Senior Notes Due
2024







TRUSTEE'S CERTIFICATE OF
AUTHENTICATION 

This is one of the Securities
of the series designated herein referred to in the within-mentioned Indenture.


		U.S. BANK,
      NATIONAL ASSOCIATION,
		       as
      Trustee
		 
		 
		 
		By:  
      	 	 
			Authorized Signatory	









ROSS STORES, INC.


3.375% SENIOR NOTES DUE
2024 

Section 1. General. This Note 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 September 18, 2014 (the “Indenture”),
between Ross Stores, Inc. (the “Company”) and U.S. Bank, National Association,
as trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the 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 Securities of the series designated on the face hereof. 

Section 2. Redemption; Sinking Fund. (a) Except as provided in paragraph (b) below,
the Securities are not redeemable prior to maturity. 

(b) The Securities are
redeemable, in whole at any time or in part from time to time, in either case,
prior to June 15, 2024 at the option of the Company at a redemption price equal
to the greater of:

(i) 100% of the principal
amount of the Securities to be redeemed on that redemption date; and

(ii) the sum of the present
values of the remaining scheduled payments of principal and interest on the
Securities to be redeemed on that redemption date (not including any portion of
such payments of interest accrued as of the date of redemption), discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below),
plus 15 basis points,

plus, in each case, accrued
and unpaid interest thereon to the date of redemption.

The Securities are redeemable,
in whole at any time or in part from time to time, in either case, on or after
June 15, 2024 at the option of Company, at a redemption price equal to 100% of
the principal amount of the Securities to be redeemed on that redemption date,
plus accrued and unpaid interest thereon to the redemption date. 

Notwithstanding the foregoing,
installments of interest on Securities that are due and payable on interest
payment dates falling on or prior to a redemption date will be payable on the
Interest Payment Date to the registered Holders as of the close of business on
the relevant Record Date according to this Security and the
Indenture.

“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having an actual or interpolated maturity comparable to the remaining term (as
measured from the date of redemption) of the Securities to be redeemed that
would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities.







“Comparable Treasury Price”
means, with respect to any redemption date, (i) the average of four Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (ii) if the trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation
is received, such quotation.

“Quotation Agent” means any
Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer”
means (i) each of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated (or their respective affiliates that are Primary
Treasury Dealers (as defined below)) and their respective successors, (ii) a
Primary Treasury Dealer selected by Wells Fargo Securities, LLC and its
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury Dealer,
and (iii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.

“Treasury Rate” means, with
respect to any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption
date.

(c) The Securities will not be
subject to any sinking fund. 

Section 3. Repurchase at the Option of Holders Upon Change of
Control Triggering Event

(a) If a Change of Control
Triggering Event (as defined below) occurs, unless the Company has exercised its
right to redeem the Securities as provided in Section 2 above, the Company will
make an offer to each Holder of Securities to repurchase all or any part (in
integral multiples of $1,000) of that Holder’s Securities at a repurchase price
in cash equal to 101% of the aggregate principal amount of Securities
repurchased plus any accrued and unpaid interest on the Securities repurchased
to the date of purchase.

(b) Within 30 days following
any Change of Control Triggering Event or, at the Company’s option, prior to any
Change of Control (as defined below), but after the public announcement of an
impending Change of Control, the Company will mail a notice to each Holder, with a copy to the Trustee, describing the
transaction or transactions that constitute or may constitute the Change of
Control Triggering Event and offering to repurchase Securities on the payment
date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed. The notice shall, if
mailed prior to the date of consummation of the Change of Control, state that
the offer to purchase is conditioned on the Change of Control Triggering Event
occurring on or prior to the payment date specified in the
notice.







(c) The Company will comply
with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and any other securities laws and regulations
thereunder, to the extent those laws and regulations are applicable in
connection with the repurchase of the Securities as a result of a Change of
Control Triggering Event. To the extent that the provisions of any securities
laws or regulations conflict with this Section 3, the Company will comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 3 by virtue of such
conflict.

(d) On the Change of Control
Triggering Event payment date, the Company will, to the extent
lawful:

(i) accept for payment all
Securities or portions of Securities (in integral multiples of $1,000) properly
tendered pursuant to the aforementioned offer;

(ii) deposit with the paying
agent an amount equal to the aggregate purchase price in respect of all
Securities or portions of Securities properly tendered; and

(iii) deliver or cause to be
delivered to the Trustee the Securities properly accepted, together with an
Officer’s Certificate stating the aggregate principal amount of Securities being
purchased by the Company.

(e) The paying agent will
promptly mail to each Holder of Securities properly tendered the purchase price
for the Securities, and the Trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each Holder a new Security equal in
principal amount to any unpurchased portion of any Securities surrendered;
provided, that each new Security must be in a principal amount of $2,000 or an
integral multiple of $1,000 above that amount.

(f) The Company will not be
required to make an offer to repurchase the Securities upon a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the
Company and such third party purchases all Securities properly tendered and not
withdrawn under its offer.

(g) The following terms for
purposes of this Section 3 shall have the respective meanings specified
below:

“Below Investment Grade Rating
Event” means the Securities cease to be rated Investment Grade by both
Rating Agencies on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public
announcement by the Company of any Change of Control (or pending Change of
Control) and ending 60 days following consummation of such Change of Control
(which Trigger Period will be extended following consummation of a Change of
Control for so long as either of the Rating Agencies has publicly announced that
it is considering a possible ratings change). Notwithstanding the foregoing, no
Change of Control Triggering Event will be deemed to have occurred in connection
with any particular Change of Control unless and until such Change of Control
has actually been consummated.







“Change of Control” means the
occurrence of any of the following:

(1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and those of its
subsidiaries taken as a whole to any “person” or “group” (as those terms are
used for purposes of Section 13(d)(3) of the Exchange Act), other than the
Company or one or more of its subsidiaries;

(2) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any “person” or “group” (as those terms are used in
Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than 50% of the then outstanding number of shares of the Company’s Voting
Stock, measured by voting power rather than number of shares;

(3) the Company consolidates
with, or merges with or into, any Person, or any Person consolidates with, or
merges with or into, the Company, in any such event pursuant to a transaction in
which any of the outstanding Voting Stock of the Company or such other Person is
converted into or exchanged for cash, securities or other property, other than
any such transaction where the shares of the Voting Stock of the Company
outstanding immediately prior to such transaction constitute, or are converted
into or exchanged for, a majority of the Voting Stock of the surviving Person
immediately after giving effect to such transaction;

(4) the first day on which a
majority of the members of the Company’s Board of Directors are not Continuing
Directors; or

(5) the adoption of a plan
relating to the Company’s liquidation or dissolution.

“Change of Control Triggering
Event” means the occurrence of both a Change of Control and a Below Investment
Grade Rating Event.

“Continuing Directors” means,
as of any date of determination, any member of the Company’s Board of Directors
who (1) was a member of such Board of Directors on the date of the issuance of
the Securities; or (2) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or election
(either by a specific vote or by approval of
our proxy statement in which such member was named as a nominee for election as
a director).







“Investment Grade” means a
rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating categories of Moody’s) and a rating of BBB- or better by S&P (or its
equivalent under any successor rating categories of S&P) or the equivalent
investment grade credit rating from any additional Rating Agency or Rating
Agencies selected by the Company.

“Moody’s” means Moody’s
Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.

“Rating Agency” means (1) each
of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate
the Securities or fails to make a rating of the Securities publicly available
for reasons outside of the Company’s control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act, selected by the Company as a replacement agency for
Moody’s or S&P, as the case may be.

“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its
successors. 

“Voting Stock” means, with
respect to any person, capital stock of any class or kind the Holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such person,
even if the right so to vote has been suspended by the happening of such a
contingency.

Section 4. Events of Default. 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. 

Section 5. Modifications and Waivers; Obligation of the
Company Absolute. 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 at
least 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. 

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 interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed. 







Section 6. Authorized Denominations. The Securities are issuable in registered form,
without coupons, in denominations of $2,000 and any integral multiple of $1,000
in excess thereof. As provided in the Indenture, and subject to certain
limitations therein set forth and to the limitations described below, if
applicable, 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.


Section 7. Registration of Transfer. 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 maintained for
that purpose in the City of San Francisco, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
securities registrar (which shall initially be the Trustee, U.S. Bank National
Association, One California Street, Suite 1000, San Francisco, California 94111
(Attention: Global Corporate Trust Services) or at such other address as it may
designate as its principal corporate trust office in the City of San Francisco),
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. 

This Security is
exchangeable only if (x) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for this Security or if at any
time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for certificated
Securities in registered form or (z) an Event of Default, or an event which with
the passage of time or the giving of notice would become an Event of Default,
with respect to the Securities represented hereby has occurred and is
continuing, provided that the definitive Securities so issued in exchange for
this permanent Security shall be in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof and be of like aggregate principal amount
and tenor as the portion of this permanent Security to be exchanged, and
provided further that, unless the Company agrees otherwise, Securities of this
series in certificated registered form will be issued in exchange for this
permanent Security, or any portion hereof, only if such Securities in
certificated registered form were requested by written notice to the Trustee or
the Securities Registrar by or on behalf of a person who is beneficial owner of
an interest hereof given through the Holder hereof. Except as provided above,
owners of beneficial interests in this permanent Security will not be entitled
to receive physical delivery of Securities in certificated registered form and
will not be considered the Holders thereof for any purpose under the
Indenture. 

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. 





 Section 8. Owners. 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. 
 Section 9. No Recourse Against Certain Persons. No recourse for the payment of the principal or interest on this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any Supplemental Indenture thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation of either of them, either directly or through the Company or any successor corporation of either of them, whether by virtue of any constitution, statute or rule or law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as a condition of and as part of the consideration for the issue hereof, expressly waived and released. 
 Section 10. Defeasance. The Indenture with respect to any series will be discharged and cancelled except for certain Sections thereof, subject to the terms of the Indenture, upon payment of all of the Securities of such series or upon the irrevocable deposit with the Trustee of cash or U.S. Government Obligations (or a combination thereof) sufficient for such payment in accordance with Article Ten of the Indenture. 
 Section 11. Governing Law; Jurisdiction. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. 
 Section 12. Defined Terms. All terms used in this Security 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 on the face of this instrument, shall be construed
as though they were written out in full according to applicable laws or
regulations: 

TEN COM - as tenants in
common
TEN ENT - as tenants by the entireties 
JT TEN - as joint tenants with right of
survivorship and not as tenants in common 

	UNIF GIFT MIN ACT
      -  	 
	(Minor)


	                   
      Custodian    	
	                       
    	(Cust)


	         
      Under Uniform Gifts to Minors Act    	
		(State)



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







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

PLEASE INSERT SOCIAL SECURITY
OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE 

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



	  
	 
	 


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


	Dated: 
      	 



	Signature: 
      	 



NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN
INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER