Exhibit 4.1


 





 



 


ELEVENTH SUPPLEMENTAL
INDENTURE


 


FROM


 


WISCONSIN PUBLIC
SERVICE CORPORATION


 


TO


 


U.S. BANK NATIONAL
ASSOCIATION

(SUCCESSOR TO FIRSTAR BANK, MILWAUKEE, N.A., NATIONAL ASSOCIATION)


 


TRUSTEE


 


————————


 


Dated as of December 4, 2015


 


SUPPLEMENTAL
TO INDENTURE


Dated
as of December 1, 1998


 


Senior Debt Securities


 





 






 




    	 	 	 



    


    

 


This ELEVENTH SUPPLEMENTAL INDENTURE is made as
of the 4th day of December, 2015, by and between WISCONSIN PUBLIC SERVICE CORPORATION, a corporation duly organized and existing
under the laws of the State of Wisconsin (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (successor to Firstar
Bank Milwaukee, N.A., National Association), a national banking association duly organized and existing under the laws of the United
States, as trustee (the “Trustee”).


 


RECITALS OF
THE COMPANY:


 


WITNESSETH: that


 


The Company has heretofore executed and delivered
its Indenture (hereinafter referred to as the “Indenture”), made as of December 1, 1998; and


 


Section 3.01 of the Indenture provides that Securities
may be issued from time to time in series pursuant to a supplemental indenture specifying the terms of each series of Securities;
and


 


The Company desires to establish a series of Securities
to be designated “Senior Notes, 1.650% Series Due December 4, 2018 (the “Securities of the Series Due 2018”);
and


 


Section 10.01 of the Indenture provides that the
Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of establishing the form
or terms of Securities of any series and adding to the covenants of the Company; and


 


The execution and delivery of this Eleventh Supplemental
Indenture (herein, this “Supplemental Indenture”) has been duly authorized by a Board Resolution;


 


NOW, THEREFORE, this Supplemental Indenture


 


WITNESSETH, that, in order to set forth the terms
and conditions upon which Securities of the Series Due 2018 are, and are to be, authenticated, issued and delivered, and in consideration
of the sum of one dollar duly paid to it by the Trustee at the execution of this Supplemental Indenture, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective
Holders from time to time of such Securities as follows:


 




    	 	 	 



    


    

  


Article
I


RELATION
TO INDENTURE; DEFINITIONS


 


SECTION 1.1


 


This Supplemental Indenture constitutes an integral
part of the Indenture.


 


SECTION 1.2


 


For all purposes of this Supplemental Indenture:


 


(a)  Capitalized terms used but not
otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture;


 


(b)  All references herein to Articles
and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and


 


(c)  The terms “hereof,”
“herein,” “hereby,” “hereto,” “hereunder,” and “herewith” refer to
this Supplemental Indenture.


 


Article
II


THE
SECURITIES


 


There is hereby established a series of Securities
pursuant to Section 3.01 of the Indenture as follows:


 


(a)  The title of the Securities of
the series hereby established is “Senior Notes, 1.650% Series Due December 4, 2018.”


 


(b)  The aggregate principal amount
of the Securities of the Series Due 2018 which may be authenticated and delivered under the Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of other Securities of such series pursuant to Sections
2.05, 3.04, 3.05, 3.06, 10.06 or 12.07) shall initially be limited to Two Hundred Fifty Million Dollars ($250,000,000), subject
to the right of the Company to reopen the Securities of the Series Due 2018 for the issuance of additional Securities of the Series
Due 2018 on the terms and subject to the conditions specified below.


 


(c)  The Company shall have the right
to reopen the Securities of the Series Due 2018 for the issuance of additional Securities of such series (“Additional Securities
of the Series Due 2018”). The issuance of any Additional Securities of the Series Due 2018 shall constitute a further issuance
of, and will be consolidated with, the Securities of the Series Due 2018, so as to form a single series. The Additional Securities
of the Series Due 2018 shall have the same terms hereinafter recited, except for the issue date, the public offering price and,
if applicable, the initial interest payment date. Where appropriate, references to the Securities of the Series Due 2018 in this
Supplemental Indenture shall be deemed to include the Additional Securities of the Series Due 2018.


 






     


     


    

 


(d)  The Securities of the Series Due
2018 are to be issued in permanent global form without coupons. The beneficial owners of interests in such permanent Global Security
or Securities may not exchange such interests for Securities of such series other than in the manner provided in Section 2.05
of the Indenture. The Depositary for the Securities of the Series Due 2018 shall be The Depository Trust Company.


 


(e)  The Stated Maturity of the Securities
of the Series Due 2018 is December 4, 2018.


 


(f)  The Securities of the Series Due
2018 shall bear interest at the rate of 1.650% per annum, and such interest shall accrue from December 4, 2015 (or from the most
recent Interest Payment Date to which interest on the Securities of the Series Due 2018 has been paid or provided for). The Interest
Payment Dates for the Securities of the Series Due 2018 shall be June 4 and December 4 in each year commencing June 4, 2016, and
the Regular Record Date for the interest payable on any Interest Payment Date shall be the fifteenth day (whether or not a Business
Day) preceding such Interest Payment Date. Interest shall be computed on the basis of a 360 day year consisting of twelve 30-day
months.


 


(g)  Principal of and interest on the
Securities of the Series Due 2018 shall be payable in U.S. Dollars at the Corporate Trust Office of the Trustee in St. Paul, Minnesota.


 


(h)  The Securities of the Series Due
2018 are subject to redemption in whole at any time or in part from time to time at the option and direction of the Company at
a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities of the Series Due 2018 being redeemed
or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest
accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360 day year consisting of
twelve 30-day months) at the Treasury Rate as hereinafter defined, plus 10 basis points, plus in each case accrued and unpaid interest
to, but not including, the Redemption Date.


 


Such Redemption Date shall be set forth in an
Officer’s Certificate delivered to the Trustee on or before the Redemption Date and upon which the Trustee may conclusively
rely.


 


For purposes of this paragraph (h):


 


“Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count
basis) 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.


 


“Comparable Treasury Issue” means
the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated
maturity comparable to the remaining term of the Securities of the Series Due 2018 being redeemed that the Independent Investment
Banker would utilize, 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 of the Series Due 2018.



 




    	 	 	 



    


    

  


“Independent Investment Banker” means
one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.


 


“Comparable Treasury Price” means,
with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for the Redemption Date, or (ii) if the Trustee
obtains fewer than four Reference Treasury Dealer Quotations, the average of all the quotations which the Trustee obtains.


 


“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 the Reference Treasury Dealer at 3:30 p.m., New York time, on the third business day preceding the
Redemption Date.


 


“Reference Treasury Dealer” means
each of (i) Mizuho Securities USA Inc. and Scotia Capital (USA) Inc. or their respective successors or affiliates, (ii) a primary
U.S. government securities dealer in the City of New York, New York (a “Primary Treasury Dealer”) selected by each
of Mitsubishi UFJ Securities (USA), Inc. and Wells Fargo Securities, LLC and (iii) two other Primary Treasury Dealers selected
by the Company. If any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, the Company will select another Primary
Treasury Dealer which will be substituted for that Primary Treasury Dealer.


 


(i)  The Securities of the Series Due
2018 shall not be subject to any sinking fund and shall not be redeemable at the option of the Holders thereof.


 


(j)  The Securities of the Series Due
2018 shall initially be issued in whole in the form of one or more Global Securities. If individual securities of the Series Due
2018 are issued under the conditions specified in Section 2.05 of the Indenture, individual certificates will be issued in denominations
of $1,000 or any integral multiple thereof.


 


Such Securities of the Series Due 2018 and Additional
Securities of the Series Due 2018, if any, shall be initially authenticated and delivered from time to time upon delivery to the
Trustee of the documents required by Section 3.01 of the Indenture and the form of Securities for the Securities of the Series
Due 2018 and Additional Securities of the Series Due 2018, if any, substantially in the form of Security attached hereto as Appendix I,
which is incorporated herein by reference.


 


Article
III


MISCELLANEOUS


 


SECTION 3.1


 


The Trustee has accepted the amendment of the
Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities
and responsibilities of the Trustee, and without limiting the generality of the foregoing, the Trustee shall not be responsible
in any


 




    	 	 	 



    


    

  


manner whatsoever for or with respect of any of
the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with
respect to (a) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (b) the proper
authorization hereof by the Company by corporate action or otherwise, and (c) the due execution hereof by the Company.


 


SECTION 3.2


 


This Supplemental Indenture shall be construed
in connection with and as a part of the Indenture.


 


SECTION 3.3


 


(a)  If any provision of this Supplemental
Indenture conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture
Act of 1939, as amended (as enacted prior to the date of this Supplemental Indenture), by any of the provisions of Sections 310
to 317, inclusive, of said act, such required provision shall control.


 


(b)  In case any one or more of the
provisions contained in this Supplemental Indenture or in the Securities issued hereunder should be invalid, illegal, or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in
any way be affected, impaired, prejudiced or disturbed thereby.


 


SECTION 3.4


 


Whenever in this Supplemental Indenture either
of the parties hereto is named or referred to, such name or reference shall be deemed to include the successors or assigns of such
party, and all the covenants and agreements contained in this Supplemental Indenture by or on behalf of the Company or by or on
behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so
expressed or not.


 


SECTION 3.5


 


(a)  This Supplemental Indenture may
be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.


 


(b)  The descriptive headings of the
several Articles of this Supplemental Indenture were formulated, used and inserted in this Supplemental Indenture for convenience
only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.


 




    	 	 	 



    


    

  


IN WITNESS WHEREOF, WISCONSIN PUBLIC SERVICE CORPORATION
has caused this Supplemental Indenture to be executed by its Chairman, Chief Executive Officer, President, Vice Chairman or a Vice
President, or any other officer selected by the Board of Directors, and its corporate seal to be hereunto affixed, duly attested
by its Secretary or an Assistant Secretary, and U.S. BANK NATIONAL ASSOCIATION, as Trustee as aforesaid, has caused this Supplemental
Indenture to be executed by one of its authorized signatories, as of December 4, 2015.


 


	 	WISCONSIN PUBLIC SERVICE
	 	 CORPORATION
	 	 	 
	[SEAL]	 	 
	 	 	 
	 	By:	/s/ Scott J. Lauber
	 	 	Scott J. Lauber
	 	 	Vice President and Treasurer


 


ATTEST:


 


	By:  	/s/ Susan H. Martin	 
	 	 Susan H. Martin	 
	 	 Executive Vice President,	 
	 	 General Counsel and Corporate Secretary	 


 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Peter M. Brennan
	 	 	Peter M. Brennan
	 	 	Vice President


 




    	 	 	 



    


    

 


APPENDIX I


 


$___________


 


CUSIP: No. 976843-BK7


 


THIS SECURITY IS A GLOBAL SECURITY REGISTERED
IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT 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 SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.*


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS 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 INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*


 


 






*
To be included so long as Security is a Global Security.


 




    	 	 	 



    


    

  


WISCONSIN PUBLIC SERVICE CORPORATION

Senior Note, 1.650% Series Due December 4, 2018


 


WISCONSIN PUBLIC SERVICE CORPORATION, a corporation
duly organized and existing under the laws of Wisconsin (herein called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________, or
registered assigns, the principal sum of ____________________ on December 4, 2018 and to pay interest thereon from December 4,
2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June
4 and December 4 in each year, commencing June 4, 2016 at the rate of 1.650% per annum, until the principal hereof is paid or made
available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 1.650%
per annum on any overdue principal and premium and on any overdue installment of interest. Interest shall be computed on the basis
of a 360 day year consisting of twelve 30-day months. 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 close of business
on the fifteenth calendar day next preceding such Interest Payment Date (whether or not such day is a Business Day). 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 any such interest on this Security will be made at the office or agency of the Trustee maintained for that purpose, in St.
Paul, Minnesota, in Dollars, provided, however, that at the option of the Company payment of interest may be made by wire transfer
of immediately available funds into the account specified by the Depositary so long as this note is in the form of Global Security
and otherwise by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


Unless the certificate of authentication hereon
has been executed by the Trustee by manual signature, 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.


 


	 	WISCONSIN PUBLIC SERVICE CORPORATION
	 	 
	 	By	 


 


Attest:


 


	 	[SEAL]


 




    	 	 	 



    


    

 


Form of Trustee’s Certificate of
Authentication.


 


Dated: December 4, 2015


 


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


 


	 	 
	 	As Trustee


 


	 	By	 
	 	Authorized Signatory


 


Form of Reverse of Security.


 


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 1, 1998 (herein called the “Indenture”), between the Company and a predecessor of
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 series
designated on the face hereof, limited in aggregate principal amount to Two Hundred Fifty Million Dollars ($250,000,000), subject
to the right of the Company to reopen the Securities of this series for the issuance of additional Securities of this series on
the terms and subject to the conditions specified in the Eleventh Supplemental Indenture to the Indenture.


 


The Securities of this series are subject to redemption
upon not less than 30 nor more than 45 days’ notice by first class mail, in whole at any time or in part from time to time
at the option and direction of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the
Securities of this series being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal
and interest thereon (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual
basis (assuming a 360 day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Eleventh Supplemental
Indenture to the Indenture), plus 10 basis points, plus in each case accrued and unpaid interest to, but not including, the Redemption
Date.


 


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


 


If any 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.
Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue
interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.


 


This Security is subject to Defeasance as described
in the Indenture.


 


The Indenture may be modified by the Company and
the Trustee without consent of any Holder with respect to certain matters as described in the Indenture. In addition, 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 a majority 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 certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall bind
such Holder and all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
hereof 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 premium, if any) 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 premium, if any) 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, of authorized denominations and for the same Stated Maturity and 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 $1,000 and any integral multiple 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 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.


 


The Indenture imposes certain limitations on the
ability of the Company to, among other things, merge or consolidate with any other Person or sell, assign, transfer or lease all
or substantially all of its properties or assets. All such covenants and limitations are subject to a number of important qualifications
and exceptions. The Company must report periodically to the Trustee on compliance with the covenants in the Indenture.


 


A director, officer, employee or shareholder,
as such, of the Company shall not have any liability for any obligations of the Company under this Security or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Security,
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Security.


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures (“CUSIP”), the Company has caused CUSIP numbers to be printed
on the Securities of this series as a convenience to the Holders of the Securities of this series. No representation is made as
to the correctness or accuracy of such numbers as printed on the Securities of this series and reliance may be placed only on the
other identification numbers printed hereon.


 


All capitalized terms used in this Security without
definition which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 




    	 	 	 



    


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to


 


	 
	(Insert assignee’s social security or tax I.D. number)
	 
	 
	 
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)


 


and irrevocably appoint __________________________________________________________
agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


	Dated:_______________________	Your Signature:	 





	 	(Sign exactly as your
	 	name appears on the other
	 	side of this Security)


 


	Signature Guaranty:	 	 





	 	[Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Transfer Agent, which requirements will include membership or participation in STAMP or such other signature guarantee program as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.]


 


Social Security Number or Taxpayer Identification


Number:_______________________________________