exv4w2






Exhibit 4.2




KELLOGG COMPANY




OFFICERS’ CERTIFICATE




     The
undersigned, John A. Bryant, Executive Vice
President — Chief Operating Officer and Chief Financial Officer, and
Gary H. Pilnick, Senior Vice President, General Counsel, Corporate Development and Secretary, of
Kellogg Company, a Delaware corporation (the “Company”), do hereby certify that pursuant to the
authority granted in resolutions (collectively, the “Resolutions”) adopted by the Board of
Directors of the Company on February 20, 2009; and pursuant to Section 2.3 of the Indenture, dated
as of May 21, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Trustee”), there is established a series of securities under the
Indenture with the following terms:



     1. The securities are entitled “4.450% Senior Notes due 2016” (the “Notes”).



     2. The Notes are limited in aggregate principal amount to $750,000,000 (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Sections 2.8, 2.9, 2.11 or 12.3 of the Indenture); provided the Company
may, without the consent of holders of the Notes, issue additional Notes having the same ranking
and the same interest rate, maturity and other terms as the Notes, which additional Notes will
constitute as single series of debt securities under the Indenture.



     3. The price to public of the Notes was 99.736% of the principal amount, plus accrued
interest, if any, from May 21, 2009.



     4. The principal amount of the Notes will mature on May 30, 2016, subject to the provisions of
the Indenture relating to acceleration.



     5. The Notes will bear interest from May 21, 2009 at the rate of 4.450% per annum, payable on
each May 30 and November 30, commencing November 30, 2009, to the holders of record of the Notes on
the May 15 or November 15, as the case may be, immediately preceding such May 30 or November 30.
Interest will be computed on the basis of a 360 day year of twelve 30-day months.



     6. The principal of and interest on the Notes will be payable at the office or agency of the
Company maintained for that purpose, pursuant to the Indenture, in the City of New York, 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. The principal of and interest on the Notes will be payable in the
coin or currency of the United States of America.



     7. The Notes will be redeemable by the Company prior to maturity as described in Section 2 of
the form of the Note attached hereto as Exhibit A.



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     8. If a Change of Control Repurchase Event (as defined in the form Note attached hereto as
Exhibit A) shall have occurred, holders of the Notes may require the Company to repurchase
all or any part of the Notes in the manner provided and subject to the limitations set forth in the
form of Note attached hereto as Exhibit A.



     9. The Notes will not have the benefit of any sinking fund.



     10. The Notes initially will be represented by securities registered in the name of the
nominee of The Depository Trust Company. The notes will be issued only in fully registered form
without coupons in denominations of $2,000 or any whole multiple of $1,000.



     11. The Notes will initially be issued in the form of one or more global securities,
substantially in the form attached as Exhibit A hereto. The Depository Trust Company shall
serve as the depositary (the “Depositary”) for such global securities. While the Notes are
evidenced by one or more global securities, the Depositary or its nominee, as the case may be,
will be the sole holder thereof for all purposes under the Indenture. Neither the Company nor the
Trustee shall have any responsibility or obligation to the Depositary’s participants or the
beneficial owners for whom they act with respect to their receipt from the Depositary of payments
on the Notes or notices given under the Indenture.



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



****




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     IN WITNESS WHEREOF, we have set our hands as of this 21st day of May, 2009.



	 	 	 	 	 
	 	KELLOGG COMPANY

 	 
	 	By:  	/s/ John A. Bryant
 	 
	 	 	Name:  	John A. Bryant 	 
	 	 	Title:  	Executive Vice President — Chief Operating Officer and Chief Financial Officer
 	 
	 
	 	 	 
	 	By:  	                                                /s/ Gary H. Pilnick
 	 
	 	 	Name:  	Gary H. Pilnick 	 
	 	 	Title:  	Senior Vice President, General Counsel,
Corporate Development and Secretary 	 
	 



Officers’ Certificate

(Terms of Note)




 









 








EXHIBIT A




FORM OF NOTE 




(SPECIMEN)




KELLOGG COMPANY




4.450% Senior Notes due 2016



Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC” and the “Depositary”), to the Company (as defined below) or
its agent 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 DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), 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.




	 	 	 
	REGISTERED

	 	REGISTERED
	 
	 	 
	No. R-

	 	     U.S.$

CUSIP No.:






     Kellogg Company, a corporation duly organized and existing under the laws of Delaware (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 set forth above or such other principal sum on the Schedule of Exchanges attached
hereto (which shall not exceed U.S.$ ) on May 30, 2016, and to pay interest thereon from May 21,
2009, or from the most recent interest payment date to which interest has been paid or duly
provided for, semiannually on May 30 and November 30 in each year, commencing November 30, 2009, at
the rate of 4.450% per annum, until the principal hereof is paid or made available for payment.



     The interest so payable, and punctually paid or duly provided for, on any interest payment
date will, as provided in the 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 May 15 or November 15 (whether or not a Business Day), as the
case may be, immediately preceding such interest payment date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Securityholder 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
Securityholders 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 the Indenture.



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     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security Register or by wire
transfer to an account maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written wire instructions at least
five Business Days prior to the applicable Interest Payment Date.



     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 referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



****




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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated: May __, 2009




	 	 	 	 	 
	 	KELLOGG COMPANY

 	 
	 	By:  	
 	 
	 	 	Name:  	John A. Bryant 	 
	 	 	Title:  	Executive Vice President — Chief Operating Officer and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Gary H. Pilnick 	 
	 	 	Title:  	Senior Vice President, General Counsel,
Corporate Development and Secretary 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION





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



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

      as Trustee

 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[FORM OF REVERSE SIDE OF SECURITY]




4.450% Senior Notes due 2016




     Section 1. Indenture





     The Company issued the Securities under an Indenture, dated as of May 21, 2009, between the
Company and the Trustee (the “Indenture”). The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in effect
on the date of the Indenture. The Securities are subject to all terms and provisions of the
Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a
statement of such terms and provisions.



     The Securities are senior unsecured obligations of the Company initially limited to $
aggregate principal amount at any one time outstanding. This Security is one of a Series
designated as 4.450% Senior Notes due 2016 of the Company.



     Section 2. Optional Redemption




     The Securities may be redeemed at the Company’s option, at any time in whole or from time to
time in part. The redemption price for the Securities to be redeemed on any redemption date will be
equal to the greater of the following amounts:




	 	(a)	 	100% of the principal amount of the Securities being redeemed on the redemption
date; or
	 
	 	(b)	 	the sum of the present values of the remaining scheduled payments of principal
and interest on the Securities being redeemed on that redemption date (not including
any portion of any payments of interest accrued to the redemption date) discounted to
the redemption date on a semiannual basis at the Treasury Rate (as defined below), as
determined by the Reference Treasury Dealer (as defined below), plus 30 basis points;





     plus, in each case, accrued and unpaid interest on the Securities to the redemption date.
Notwithstanding the foregoing, installments of interest on the 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 Securityholders as of the close of business on the relevant record
date according to the Securities and the Indenture. The redemption price will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.



     The Company will mail notice of any redemption at least 30 days but not more than 60 days
before the redemption date to each Securityholder of the Securities to be redeemed. Once notice of
redemption is mailed, the Securities called for redemption will become due and payable on the
redemption date and at the applicable redemption price, plus accrued and unpaid interest to the
redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price



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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 selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term 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, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Quotations, or (C) if only one
Reference Treasury Dealer Quotation is received, such Quotation.



     “Reference Treasury Dealer” means (A) J.P. Morgan Securities Inc., Deutsche Bank Securities
Inc. or HSBC Securities (USA) Inc. (or their respective affiliates which are Primary Treasury
Dealers), and their respective 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 will substitute therefor another Primary Treasury Dealer; and (B) any other
Primary Treasury Dealer(s) selected by the Company.



     “Reference Treasury Dealer Quotation” 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.



     On and after the redemption date, interest will cease to accrue on the Securities or any
portion of the Securities called for redemption (unless the Company defaults in the payment of the
redemption price and accrued interest). On or before the redemption date, the Company will deposit
with a Paying Agent or the Trustee money sufficient to pay the redemption price of and accrued
interest on the Securities to be redeemed on that date. If less than all of the securities of any
series are to be redeemed, the securities to be redeemed shall be selected by the Trustee by a
method the Trustee deems to be fair and appropriate. The Securities are not entitled to the benefit
of any mandatory redemption.



     Section 3. Repurchase Upon a Change of Control Repurchase Event




     If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has
exercised its right to redeem the Securities as described in Section 2, the Company will make an
offer to each Securityholder to repurchase all or any part (equal to $2,000 or 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. Within 30 days following any Change of Control
Repurchase 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



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will mail a notice to each Securityholder, with a copy to the Trustee, describing the
transaction or transactions that constitute or may constitute the Change of Control Repurchase
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 Repurchase Event occurring on or prior to
the payment date specified in the notice.



     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 Repurchase Event. To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control repurchase event
provisions of the Securities, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached our obligations under the Change of Control
Repurchase Event provisions of the Securities by virtue of such conflict.



     On the Change of Control Repurchase Event payment date, the Company will, to the extent
lawful:




	 	(a)	 	accept for payment all Securities or portions of Securities properly tendered
pursuant to the Company’s offer;
	 
	 	(b)	 	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
	 
	 	(c)	 	deliver or cause to be delivered to the Trustee the Securities properly
accepted, together with an Officers’ Certificate stating the aggregate principal amount
of Securities being purchased by the Company.





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



     The Company will not be required to make an offer to repurchase the Securities upon a Change
of Control Repurchase 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. An offer to
repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of a
Change of Control Repurchase Event, if a definitive agreement is in place for a Change of Control
at the time of the making of a such an offer.



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     “Below Investment Grade Rating Event” occurs if both the rating on the Securities is lowered
by each of the Rating Agencies and the Securities are rated below Investment Grade by each of the
Rating Agencies on any date from the date of the public notice of an arrangement that could result
in a Change of Control until the end of the 60-day period following public notice of the occurrence
of a Change of Control (which period shall be extended so long as the rating of the Securities is
under publicly announced consideration for possible downgrade by any of the Rating Agencies);
provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of
Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the
definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making
the reduction in rating to which this definition would otherwise apply does not announce or
publicly confirm or inform the trustee in writing at its request that the reduction was the result,
in whole or in part, of any event or circumstance comprised of or arising as a result of, or in
respect of, the applicable Change of Control (whether or not the applicable Change of Control shall
have occurred at the time of the Below Investment Grade Rating Event).



     “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 our properties or assets and those of our subsidiaries taken as a whole to any “person” (as
that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its
Subsidiaries;



     (2) the adoption of a plan relating to the Company’s liquidation or dissolution;



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



     (4) the consummation of any transaction or series of related transactions (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as that term is
used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned
Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then
outstanding shares of the Company’s Voting Stock, measured by voting power rather than number of
shares.



     “Change of Control Repurchase 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



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approval of our proxy statement in which such member was named as a nominee for election as a
director).



     “Fitch” means Fitch Ratings.



     “Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any
successor rating categories of Fitch), 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.



     “Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, 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 our 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 Fitch, Moody’s or S&P, as the case may be.



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



     “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. Sinking Fund




     The Securities are not subject to any sinking fund.



     Section 5. Denominations; Transfer; Exchange




     The Securities are in registered form without coupons in denominations of $2,000 or any whole
multiple of $1,000. A Securityholder may transfer or exchange Securities in accordance with the
Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a
Securityholder, among other things, to furnish appropriate endorsements or transfer documents and
to pay any taxes required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Securities selected for redemption or to transfer or exchange any
Securities for a period of 15 days prior to the mailing of a notice of redemption of Securities to
be redeemed.



     A global Security deposited with the Depositary or the Trustee shall be transferred to the
beneficial owner thereof in the form of definitive Securities only if (a) the Company notifies the
Trustee in writing that the Depositary, Euroclear Bank, S.A./ N.V., as operator of the Euroclear
System, or Clearstream Banking, société anonyme, is no longer willing or able to act as a
depositary or clearing system for the Securities or the Depositary ceases to be registered as a
clearing agency under the Exchange Act, and a successor depositary or clearing system is not



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appointed within 90 days of this notice or cessation, (b) the Company, at its option, notifies
the Trustee in writing that it elects to cause the issuance of the Securities in definitive form
under the Indenture or (c) upon the occurrence and continuation of an Event of Default under the
Indenture with respect to the Securities. Upon surrender by the Depositary of the global
Securities, certificated Securities will be issued to each Person that the Depositary identifies as
the beneficial owner of the Securities represented by the global Security. Upon any such issuance,
the Trustee is required to register the certificated Securities in the name of the Person or
Persons or the nominee of any of these Persons and cause the same to be delivered to these Persons.
Neither the Company nor the Trustee shall be liable for any delay by the Depositary or any
participant or indirect participant in identifying the beneficial owners of the related Securities
and each such Person may conclusively rely on, and shall be protected in relying on, instructions
from the Depositary for all purposes, including with respect to the registration and delivery, and
respective principal amounts, of the Securities to be issued.



     Section 6. 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 7. Persons Deemed Owners




     The registered Securityholder may be treated as the owner of it for all purposes.



     Section 8. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, Securityholders entitled to the
money must look only to the Company and not to the Trustee for payment.



     Section 9. Discharge and Defeasance




     Subject to certain conditions, the Company at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Company deposits with the Trustee money
or U.S. Government Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.



     Section 10. Trustee Dealings with the Company




     Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were
not Trustee.



     Section 11. No Recourse Against Others




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     A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.



     Section 12. Authentication




     This Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Security.



     Section 13. Notices




     Notices to Securityholders will be published in authorized daily newspapers in the City of New
York. It is expected that publication will be made in the City of New York in The Wall Street
Journal. Any notice given pursuant to these provisions shall be deemed to have been given on the
date of publication or, if published more than once, on the date first published.



     Section 14. Governing Law




     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



     Section 15. CUSIP Numbers




     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



     Section 16. Defined Terms




     All terms used in this Security which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



     The Company will furnish to any Securityholder upon written request and without charge to the
Securityholder a copy of the Indenture which has in it the text of this Security.




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CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER OF SECURITIES




     This
Certificate relates to $               principal amount of Securities held in (check applicable space)
                     book-entry or                      definitive form by                                                              (the “Transferor”).



The Transferor (check one box below):




has requested the Trustee by written order to deliver in exchange for its beneficial
interest in the Global Security held by the Depositary a Security or Securities in
definitive, registered form of authorized denominations in an aggregate principal amount
equal to its beneficial interest in such Global Security (or the portion thereof indicated
above); or




has requested the Trustee by written order to exchange or register the transfer of a
Security or Securities.



	 	 	 	 	 
	 	 	 	 
	 	[INSERT NAME OF TRANSFEROR]

 	 
	Dated:                                    	By:  	
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



SCHEDULE OF EXCHANGES





     The following exchanges of a part of this Book-Entry Security have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of increase in	 	 	Principal Amount of this	 	 	Signature of	 
	 	 	Amount of decrease in	 	 	Principal Amount of	 	 	Book-Entry Security	 	 	authorized signatory	 
	Date of	 	Principal Amount of	 	 	this Book-Entry	 	 	following such decrease	 	 	of Trustee or	 
	Exchange	 	this Book-Entry Security	 	 	Security	 	 	(or increase)	 	 	Security Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to




 

(Print or type assignee’s name, address and zip code)




 

(Insert assignee’s soc. sec. or tax I.D. No.)




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



Date:                                          Your Signature:                                         



 

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