Exhibit
4.4


 


[SENIOR FLOATING
RATE NOTE]


 


[Face of Note]


 


IF THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF THEN THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED HEREIN AND IN THE
INDENTURE, AND NO SUCH TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
HEREIN AND IN THE INDENTURE.  EVERY SECURITY AUTHENTICATED AND DELIVERED
UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS
SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH
LIMITED CIRCUMSTANCES.


 


IF THIS SECURITY IS A
GLOBAL SECURITY REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE OF THE
DEPOSITORY TRUST COMPANY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
OFFICER OF THE DEPOSITORY TRUST COMPANY, THEN UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO
THE COMPANY 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. OR SUCH OTHER PERSON, 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.


 


ANY UNITED STATES PERSON
WHO HOLDS THIS NOTE WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES
INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.


 


NO OFFSHORE ASSOCIATE MAY
DIRECTLY OR INDIRECTLY ACQUIRE THIS SECURITY OR ANY INTEREST IN OR RIGHT IN
RESPECT OF THIS SECURITY (OTHER THAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS
SECURITY OR SUCH INTEREST OR RIGHT IN THE CAPACITY OF A DEALER, MANAGER OR
UNDERWRITER IN RELATION TO THE PLACEMENT OF THE SECURITY, INTEREST OR RIGHT, OR
A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR RESPONSIBLE ENTITY OF A
REGISTERED SCHEME WITHIN THE MEANING OF THE CORPORATIONS ACT 2001 OF
AUSTRALIA).  (“OFFSHORE ASSOCIATE” MEANS AN ASSOCIATE (AS DEFINED IN
SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (CTH) OF AUSTRALIA (“TAX ACT”))
OF THE COMPANY THAT IS EITHER A NON RESIDENT OF AUSTRALIA WHICH DOES NOT
ACQUIRE THE SECURITIES IN CARRYING ON A BUSINESS AT OR THROUGH A PERMANENT
ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OF AUSTRALIA THAT
ACQUIRES THE SECURITIES IN CARRYING ON BUSINESS AT OR THROUGH A PERMANENT
ESTABLISHMENT OUTSIDE OF AUSTRALIA.)


 


EACH PERSON WHO DIRECTLY
OR INDIRECTLY ACQUIRES THIS SECURITY OR SUCH INTEREST OR RIGHT IS, BY ACQUIRING
THIS SECURITY OR AN INTEREST OR RIGHT IN RESPECT OF THIS SECURITY, TAKEN TO
HAVE WARRANTED IN FAVOUR OF THE COMPANY THAT THE PERSON IS NOT AN OFFSHORE
ASSOCIATE TO WHOM THIS RESTRICTION APPLIES.


 


ANY OFFSHORE ASSOCIATE TO
WHOM THIS RESTRICTION APPLIES WHO DIRECTLY OR INDIRECTLY ACQUIRES THIS SECURITY
OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS SECURITY MAY BE SUBJECT TO
AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED TO RECEIVE ANY PAYMENT OF
ADDITIONAL AMOUNTS FROM THE COMPANY IN RESPECT OF ANY AMOUNT DEDUCTED BY THE COMPANY
ON ACCOUNT OF SUCH TAX FROM AMOUNTS PAYABLE UNDER THIS SECURITY.


 


THIS
SECURITY IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY OF THE UNITED STATES OF AMERICA OR OF AUSTRALIA.


 
















 


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED


A.C.N. 005 357 522


	
  No. SNR/FLR-A

  	
  FLOATING RATE
  U.S. MEDIUM-TERM NOTE, SERIES A

  	
  CUSIP NO.

  



 


	
  PRINCIPAL AMOUNT AND
  CURRENCY OR CURRENCY UNIT:

  
	
   

  
	
  GLOBAL SECURITY:

  
	
   

  
	
  DENOMINATIONS (if
  necessary):

  
	
   

  
	
  OPTION TO RECEIVE
  PAYMENT IN SPECIFIED CURRENCY:

  
	
   

  
	
  ORIGINAL ISSUE DATE:

  
	
   

  
	
  STATED MATURITY:

  
	
   

  
	
  FINAL MATURITY DATE:

  
	
  (For Renewable and
  Extendible Notes only)

  
	
   

  
	
  COMPUTATION PERIOD:

  
	
   

  
	
  INDEX CURRENCY:

  
	
   

  
	
  INDEX MATURITY:

  
	
   

  
	
  INITIAL INTEREST RATE:

  
	
   

  
	
  INTEREST RATE BASIS:

  
	
   

  
	
  SPREAD (PLUS OR MINUS):

  
	
   

  
	
  SPREAD MULTIPLIER:

  
	
   

  
	
  MAXIMUM INTEREST RATE:

  
	
   

  
	
  MINIMUM INTEREST RATE:

  
	
   

  
	
  INTEREST PAYMENT
  PERIOD:

  
	
   

  
	
  INTEREST PAYMENT
  MONTH(S):

  
	
   

  
	
  INTEREST PAYMENT
  DATE(S):

  
	
   

  
	
  INTEREST RESET PERIOD:

  
	
   

  
	
  INTEREST RESET
  MONTH(S):

  
	
   

  
	
  INTEREST RESET DATE(S):

  
	
   

  
	
  INTEREST DETERMINATION
  DATE(S):

  
	
   

  
	
  RENEWABLE NOTE:

  
	
  Insert any other
  provisions or legends:

  
	
   

  
	
  REGULAR RECORD DATE(S):

  
	
   

  
	
  REDEMPTION DATE(S):

  
	
   

  
	
  REDEMPTION
  PERCENTAGE(S)/PRICE(S):

  
	
   

  
	
  REPAYMENT DATE(S)

  
	
  (OPTION OF HOLDER):

  
	
   

  
	
  REPAYMENT
  PERCENTAGE(S)/PRICE(S)

  
	
  (OPTION OF HOLDER): 

  
	
   

  
	
  NOTICE PERIOD:

  
	
   

  
	
  CALCULATION AGENT:

  
	
   

  
	
  EXCHANGE RATE AGENT:

  
	
   

  
	
  CALCULATION DATE:

  
	
   

  
	
  ALTERNATIVE RATE EVENT
  SPREAD:

  
	
   

  
	
  ORIGINAL ISSUE DISCOUNT
  SECURITY:

  
	
   

  
	
  TOTAL AMOUNT OF OID:

  
	
   

  
	
  OID AS A PERCENTAGE OF
  PRINCIPAL AMOUNT:

  
	
   

  
	
  YIELD TO MATURITY:

  
	
   

  
	
  EXTENDIBLE NOTE:

  
	
   

  
	
  EXTENSION PERIOD:

  



 


2
















 


AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED (A.B.N. 11 005 357 522), a corporation duly incorporated
under the laws of the Commonwealth of Australia (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 amount specified above in the currency or
currency unit so specified (any currency or currency unit other than U.S.
dollars being hereinafter referred to as a “Specified Currency”) on the Stated
Maturity specified above, and to pay interest thereon, from and including the
Original Issue Date of this Security specified above (the “Original Issue Date”)
or from and including the most recent Interest Payment Date (as hereinafter
defined) to which interest on this Security (or any Predecessor Security) has
been paid or duly provided for, at a rate per annum equal to the Initial
Interest Rate specified above (the “Initial Interest Rate”) until the first
Interest Reset Date (as defined on the reverse hereof) following the Original
Issue Date and thereafter at a rate determined in accordance with the
provisions on the reverse hereof under the heading “Determination of CD Rate”, “Determination
of Commercial Paper Rate”, “Determination of Prime Rate”, “Determination of
Federal Funds Effective Rate”, “Determination of LIBOR”, “Determination of
Treasury Rate”, “Determination of Australian Bank Bill Rate” or “Determination
of CMT Rate”, depending upon whether the Interest Rate Basis specified above is
CD Rate, Commercial Paper Rate, Prime Rate, Federal Funds Effective Rate,
LIBOR, Treasury Rate, Australian Bank Bill Rate or CMT Rate, subject in each
case to the addition or subtraction of the Spread, if any, shown above or to
multiplication by the Spread Multiplier, if any, shown above, until the
principal hereof is paid or duly made available for payment; provided, however,
that, unless the Holder hereof is entitled to make, and has made, a Specified
Currency Payment Election (as hereinafter defined) with respect to one or more
such payments, the Company will make such payments in respect of this Security
in U.S. dollars in amounts determined as set forth on the reverse hereof. 
Such interest shall be payable by the Company monthly, quarterly, semi-annually
or annually as specified above under “Interest Payment Period” and, unless
otherwise specified above under “Interest Payment Date(s)”, such interest shall
be payable by the Company on the third Wednesday of the month or months
specified above under “Interest Payment Month(s)” in each year (or if any such
day is not a Market Day (as defined on the reverse hereof) with respect to this
Security, on the next succeeding Market Day with respect to this Security or,
if the Interest Rate Basis specified above is LIBOR and the next succeeding
such Market Day falls in the next calendar month, the next day preceding such
Market Day) (each date so specified above or, if none is so specified,
determined as herein provided, an “Interest Payment Date”) and at Maturity
commencing on the first Interest Payment Date next succeeding the Original
Issue Date, or, if the Interest Reset Period specified above is weekly and the
Original Issue Date is after a Regular Record Date and on or prior to the next
succeeding Interest Payment Date, on the second Interest Payment Date next
succeeding the Original Issue Date.  The interest so payable, and
punctually paid or duly provided for, on any such Interest Payment Date will 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 fifteenth day
(whether or not a Market Day) next preceding such Interest Payment Date or such
other Regular Record Date specified above (the “Regular Record Date”); provided,
however, that interest payable at Maturity will be payable to the Person
to whom principal shall be payable; and, provided, further, that
if the Original Issue Date is after a Regular Record Date and before the next
succeeding Interest Payment Date the first payment of interest shall be payable
on the second Interest Payment Date following the Original Issue Date 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 immediately
preceding such second Interest Payment Date.  Any such interest which is
payable, but not so punctually paid or duly provided for, on any Interest
Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the
Holder on such Regular Record Date and such Defaulted Interest 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 this Security may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.


 


Payment of the principal
of and any premium and interest on this Security will be made upon presentation
or, at Maturity, surrender of this Security at the corporate trust office of
the Trustee in the Borough of Manhattan, The City of New York, or such other
office or agency of the Company maintained by it 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 payment of
the principal of and any premium and interest on this Security due at Maturity
will be made in


 


3
















 


immediately available funds at such corporate trust
office or such other offices or agencies if this Security is presented to the
Paying Agent in time for the Paying Agent or such other paying agent to make
such payments in accordance with its normal procedures; and provided, further,
that, at the option of the Company, payment of interest (other than interest
payable at Maturity) may be made by check mailed to the address of the person
entitled thereto as such address shall appear in the Security Register; and, provided,
further, that notwithstanding the foregoing a Holder of US$10,000,000 or
more in aggregate principal amount of Securities of this series and tenor shall
be entitled to receive payments of interest, other than interest due at
Maturity, by wire transfer of immediately available funds to an account if
appropriate wire transfer instructions have been received by the Paying Agent
or such other paying agent in writing not less than 15 calendar days prior to
the applicable Interest Payment Date; and, provided, further,
that notwithstanding the foregoing if (i) this Security is denominated in a
Specified Currency, (ii) the Holder hereof is entitled to make, and has made, a
Specified Currency Payment Election with respect to such payment, (iii) the
Exchange Rate Agent is able to convert such payments as provided below and (iv)
the Specified Currency is not unavailable due to the imposition of exchange
controls or other circumstances beyond the control of the Company, then (a) the
payment of principal of and any premium or interest on this Security other than
at Maturity will be made in the Specified Currency (or, if such Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which issued
such Specified Currency as at the time of such payment is legal tender for the
payment of such debts) by check drawn upon a bank office located outside the
United States, and (b) any such payments due at Maturity will be made in such
Specified Currency (or, if applicable, such other coin or currency) by wire
transfer of immediately available funds to an account maintained by the Holder
hereof with a bank office located in the country which issued the Specified
Currency (unless the Specified Currency is Australian dollars in which case
such payment will be made to a bank office located outside the United States)
upon presentation of this Security to the Paying Agent or any other paying
agent in time for such wire transfer to be made by the Paying Agent in
accordance with its normal procedures.  Unless otherwise specified above,
if this Security is denominated in a Specified Currency, the Holder hereof may
elect to receive payments of the principal of and any premium or interest on
this Security in such Specified Currency (a “Specified Currency Payment
Election”) by delivery of a written request (including, in the case of an
election with respect to payments at Maturity, appropriate wire transfer
instructions) to the Trustee at its corporate trust office referred to above on
or prior to the relevant Regular Record Date or the sixteenth day prior to
Maturity, as the case may be.  Such request may be in writing (mailed or
hand delivered) or by facsimile transmission.  A Holder may elect to
receive payment in the Specified Currency for all principal and any premium and
interest payments and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee on or
prior to the relevant Regular Record Date or the sixteenth day prior to
Maturity, as the case may be.


 


All payments of, or in
respect of, principal of and any premium and interest on this Security will be
made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature
imposed or levied by or on behalf of the Commonwealth of Australia (“Australia”)
or any political subdivision thereof or any taxing authority therein, unless
such taxes, duties, assessments or governmental charges are required by
Australia or any such subdivision or authority to be withheld or
deducted.  In that event, the Company will pay such Additional Amounts as
will result (after deduction of such taxes, duties, assessments or governmental
charges and any additional taxes, duties, assessments or governmental charges
payable in respect of such) in the payment to the Holder of this Security of
the amounts which would otherwise have been payable in respect of this Security
had no such withholding or deduction been required, subject to certain
exceptions as set forth in Article Ten of the Indenture.  Any references
herein to principal, premium or interest in respect hereof shall be deemed to
also refer to any Additional Amounts payable in respect thereof.


 


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.


 


4
















 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed by manual or facsimile signature
of the undersigned, thereunto duly authorized.


 


Dated:


 


 


	
   

  	
  AUSTRALIA AND NEW
  ZEALAND BANKING

  
	
   

  	
  GROUP LIMITED

  
	
   

  	
  A.B.N. 11 005 357 522

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated
therein

referred to in the within-mentioned Indenture.


 


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(as successor trustee to Bank One, N.A.,

formerly known as The First National Bank of Chicago), as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 


5
















 


[Reverse of Note]


 


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 February 28,
1996 (herein called the “Indenture”), as amended and supplemented by the First
Supplemental Indenture, dated as of May 28, 1998, and the Second Supplemental
Indenture, dated as of             ,
between the Company and J.P. Morgan Trust Company, National Association (as
successor trustee to Bank One, N.A., formerly known as The First National Bank
of Chicago), as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert — , limited in
aggregate principal amount to $...........]. [if applicable, insert —;
provided, however, that the Company may from time to time or at any time,
without the consent of the Holders of the Securities, create and issue
additional Securities with terms and conditions identical to those of the
Securities, which additional Securities shall increase the aggregate principal
amount of, and shall be consolidated and form a single series with, the
Securities].


 


The Securities of this
series are direct, unsecured and unsubordinated obligations of the Company and
will rank pari  passu among themselves and at least pari  passu
with all other outstanding unsecured and unsubordinated obligations of the Company,
present or future, other than obligations that are preferred by statute or by
operation of law.


 


This Security is one of
the series designated as “U.S. Medium Term Notes, Series A”, limited in
aggregate principal amount (or, in the case of Original Issue Discount
Securities or Securities with the amount payable in respect of principal or any
premium or interest to be determined by reference to the value, rate or price
of one or more specified indices (“Indexed Securities”), an aggregate initial
offering price) not to exceed US$1,500,000,000 (or, if Securities of this
series denominated in one or more Specified Currencies are issued by the Company,
the equivalent thereof in such Specified Currencies based upon the Market
Exchange Rate (as defined below) on the date the Company agreed to issue such
Securities).  Unless a greater minimum denomination is specified on the
face hereof, the Securities of this series are issuable only as registered
Securities, without coupons, in minimum denominations of US$100,000 (or, in the
case of Securities denominated in a Specified Currency, the equivalent thereof
in such Specified Currency on the basis of the noon buying rate for cable
transfers in The City of New York as certified for customs purposes by (or, if
not so certified, as otherwise determined by) the Federal Reserve Bank of New
York (the “Market Exchange Rate”) for such Specified Currency on the date the Company
agrees to issue such Security, rounded down to the nearest 1,000 units of such
Specified Currency) and in integral multiples of US$1,000 in excess thereof
(or, in the case of Securities denominated in a Specified Currency, 1,000 units
of such Specified Currency).  The Securities of this series may be issued
from time to time in various principal amounts and currencies or currency
units, may bear different Stated Maturities, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, and
may otherwise vary.


 


The interest payable
hereon on any Interest Payment Date will be the interest accrued from and
including the Original Issue Date or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, as
the case may be, to but excluding such Interest Payment Date; provided, however,
that if the Interest Reset Period specified on the face hereof is daily or
weekly, the interest payable on any Interest Payment Date will be the interest
accrued from and including the Original Issue Date or from and including the
day following the most recent Regular Record Date in respect of which interest
has been paid or duly provided for, as the case may be, to but excluding the
day following the Regular Record Date immediately preceding such Interest
Payment Date. Notwithstanding the foregoing, the interest payable at Maturity
will include interest accrued to but excluding the date of Maturity. 
Accrued interest hereon shall be calculated by multiplying the face amount
hereof by an accrued interest factor.  Such accrued interest factor shall
be computed by adding the interest factor calculated for each day in the period
for which accrued interest is being calculated.  The interest factor for
each such day (expressed as a decimal rounded, if necessary, as described
below) shall be computed by dividing the interest rate (expressed as a decimal
rounded, if necessary, as described below) applicable to such day by (i) 360 if
the Interest Rate Basis specified on the face hereof is the Commercial Paper
Rate, Prime Rate, CD Rate, Federal Funds Effective Rate or LIBOR, (ii) the
actual number of days in the year (365 or 366, as the case may be) if the
Interest Rate Basis specified on the face hereof is the Treasury Rate or CMT
Rate, (iii) 365 if the Interest Rate Basis specified on the face hereof is the
Australian


 


6
















 


Bank Bill Rate or (iv)
notwithstanding the foregoing, the number of days in the Computation Period, if
any, specified on the face hereof.  Except as otherwise provided herein,
all percentages resulting from any calculation with respect to this Security
will be rounded, if necessary, to the nearest one-hundred thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upwards (e.g., 9.876545% (or
..09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544)
being rounded to 9.87654% (or .0987654)), and all dollar amounts and all
amounts in Specified Currencies used in or resulting from such calculations
will be rounded to the nearest cent and unit, respectively (with one-half cent
and one-half unit being rounded upwards).


 


The rate of interest on
this Security will be reset daily, weekly, monthly, quarterly, semi-annually or
annually, as specified on the face hereof under Interest Reset Period (each
date upon which interest is so reset as provided below being hereinafter
referred to as an “Interest Reset Date”), and the interest rate in effect on
any day shall be (a) if such day is an Interest Reset Date, the interest rate
for such Interest Reset Date or (b) if such day is not an Interest Reset Date
the interest rate for the immediately preceding Interest Reset Date; provided,
however, that the interest rate in effect for the period from the
Original Issue Date of this Security (or one or more Predecessor Securities) to
but excluding the first Interest Reset Date will be the Initial Interest Rate
specified on the face hereof.  Notwithstanding the foregoing, the interest
rate hereon shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified on the face hereof and
in no event shall be higher than the maximum rate permitted by New York law, as
the same may be modified by United States law of general application. 
Unless otherwise specified on the face hereof and except as provided in the
next succeeding sentence, the Interest Reset Date with respect to this Security
will be, if the Interest Reset Period specified on the face hereof is daily,
each Market Day; if the Interest Reset Period specified on the face hereof is
weekly (unless the Interest Rate Basis specified on the face hereof is the
Treasury Rate), the Wednesday of each week; if the Interest Reset Period
specified on the face hereof is weekly and the Interest Rate Basis specified on
the face hereof is the Treasury Rate, except as otherwise provided below, the
Tuesday of each week; if the Interest Reset Period specified on the face hereof
is monthly, the third Wednesday of each month; if the Interest Reset Period
specified on the face hereof is quarterly, the third Wednesday of each March,
June, September and December; if the Interest Reset Period specified on the
face hereof is semi-annually, the third Wednesday of two months in each year
specified under “Interest Reset Month(s)” on the face hereof; and if the
Interest Reset Period specified on the face hereof is annually, the third
Wednesday of the one month in each year specified under “Interest Reset
Month(s)” on the face hereof. If, pursuant to the preceding sentence, any
Interest Reset Date would otherwise be a day that is not a Market Day (as
defined below) with respect to this Security, the Interest Reset Date shall be
the next succeeding day that is a Market Day with respect to this Security,
except that if the Interest Rate Basis specified on the face hereof is LIBOR
and the immediately succeeding such Market Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
such Market Day.  Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of interest on this
Security shall be the rate determined in accordance with the provisions of the
applicable heading below.


 


“Market Day” means
(a) with respect to any Note other than LIBOR Note, a Foreign Currency
Note or a Currency Indexed Note, any day that is a Business Day in The City of
New York, (b) with respect to LIBOR Notes only, any Business Day in The City of
New York on which dealings in deposits in U.S. dollars are transacted in the
London interbank market, (c) with respect to Foreign Currency Notes only (other
than Foreign Currency Notes that are Currency Indexed Notes or denominated in
Euros), any Business Day in The City of New York that is also a Business Day in
the principal financial center of the country of the Specified Currency or,
with respect to Foreign Currency Notes denominated in Australian dollars,
Melbourne, or (d) with respect to Foreign Currency Notes denominated in euro
only, any Business Day in The City of New York that is also designated as a
euro settlement day by the Euro Banking Association in Paris or otherwise
generally regarded in the euro interbank market as a day on which payments in
euro are made.


 


“Business Day”, when used
with respect to any Place of Payment or any other particular location, means
any day which is not a Saturday or Sunday and which is not a day on which banking
institutions in that place of payment or other location are authorized or
obligated by law, regulation or executive order to close.


 


Determination
of CD Rate.  If the Interest Rate Basis
specified on the face hereof is the CD Rate, the interest rate with respect to
this Security for any Interest Reset Date shall equal (a) the rate on the


 


7
















 


second Market Day with respect to this Security
immediately preceding such Interest Reset Date (the “CD Rate Interest
Determination Date”) for negotiable certificates of deposit having the Index
Maturity specified on the face hereof (i) as published in the weekly
statistical release entitled “Statistical Release H.15(519), Selected Interest
Rates”, or any successor publication, published by the Board of Governors of
the United States Federal Reserve System (“H.15(519)”) under the heading “CDs
(Secondary Market)” or (ii) if such rate is not so published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such CD Rate Interest
Determination Date, then as published in the daily statistical release entitled
“Composite 3:30 P.M. Quotations for U.S. Government Securities”, or any
successor publication, published by the Federal Reserve Bank of New York (“Composite
Quotations”) under the heading “Certificates of Deposit”, or (b) if such
rate is not published in either H.15(519) or Composite Quotations by 9:00 A.M.,
New York City time, on such Calculation Date, the arithmetic mean, as
calculated by the Calculation Agent on such Calculation Date, of the secondary
market offered rates, as of 10:00 A.M., New York City time, on such CD
Rate Interest Determination Date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to the Index
Maturity specified on the face hereof in a denomination of U.S. $5,000,000; provided,
however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate shall be the
CD Rate in effect on such CD Rate Interest Determination Date (or if there was
no such Interest Reset Period, the CD Rate shall be the Initial Interest Rate).


 


Determination
of Commercial Paper Rate. 
If the Interest Rate Basis specified on the face hereof is the Commercial Paper
Rate, the interest rate with respect to this Security for any Interest Reset
Date shall equal (a) the Money Market Yield (calculated as described
below) of the rate on the second Market Day with respect to this Security
immediately preceding such Interest Reset Date (the “Commercial Paper Interest
Determination Date”) for commercial paper having the Index Maturity specified
on the face hereof, (i) as published in H.15(519) under the heading “Commercial
Paper - Nonfinancial”, or (ii) if such rate is not so published prior to
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Commercial Paper Interest Determination Date, then as published in Composite
Quotations under the heading “Commercial Paper - Nonfinancial”, or (b) if
such rate is not published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on such Calculation Date, the Money Market Yield of
the arithmetic mean, as calculated by the Calculation Agent on such Calculation
Date, of the offered rates, as of 11:00 A.M., New York City time, on such
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity specified on the face hereof placed
for an industrial issuer whose bond rating is “AA”, or the equivalent, from a
nationally recognized rating agency; provided, however, that if
such dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate shall be the Commercial
Paper Rate in effect on such Commercial Paper Interest Determination Date (or
if there was no such Interest Reset Period, the Commercial Paper Rate shall be
the Initial Interest Rate).


 


“Money Market Yield”
shall be a yield (expressed as a percentage rounded upwards, if necessary, to
the next higher one-hundred thousandth of a percentage point), calculated in
accordance with the following formula:


 


	
   

  	
  D x 360

  	
   

  
	
  Money Market
  Yield =

  	
   

  	
  x 100,

  
	
   

  	
  360 - (D x M)

  	
   

  



 


where “D” refers to the per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal; and “M”
refers to the actual number of days in the interest period for which interest
is being calculated.


 


Determination
of Prime Rate.  If the Interest Rate Basis
specified on the face hereof is the Prime Rate, the interest rate with respect
to this Security for any Interest Reset Date shall equal (a) the rate on the
second Market Day with respect to this Security immediately preceding such
Interest Reset Date (the “Prime Rate Interest Determination Date”) as published
in H.15(519) under the heading “Bank Prime Loan”, (b) if such rate is not so
published prior to 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Prime Rate Interest Determination Date, the arithmetic mean,
as calculated by the Calculation Agent on such Calculation Date, of the rates
of interest publicly announced by each bank that appears on the display
designated


 


8
















 


as page “USPRIME1” on the Reuters Monitor Money Rates
Service (or such other page as may replace the USPRIME1 page on that service
for the purpose of displaying prime rates or base lending rates of major United
States banks) (“Reuters Screen USPRIME1 Page”) as such bank’s prime rate or
base lending rate as in effect for that Prime Rate Interest Determination Date,
or (c) if fewer than four such rates but more than one such rate appear on the
Reuters Screen USPRIME1 Page for the Prime Rate Interest Determination Date,
the arithmetic mean of the prime rates quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of business on
such Prime Rate Interest Determination Date by four major money center banks in
The City of New York selected by the Calculation Agent, or (d) if fewer than
two quotations are provided, the arithmetic mean of the rates furnished in The
City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, having total equity capital of at least U.S.$500,000,000 and
being subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent to provide such rate or rates; provided,
however, that if the banks or trust companies selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the Prime
Rate will be the Prime Rate in effect on such Prime Rate Interest Determination
Date (or if there was no such Interest Reset Period, the Prime Rate shall be
the Initial Interest Rate).


 


Determination
of Federal Funds Effective Rate.  If the Interest Rate Basis specified on the
face hereof is the Federal Funds Effective Rate, the interest rate with respect
to this Security for any Interest Reset Date shall equal (a) the rate on the
second Market Day with respect to this Security immediately preceding such
Interest Reset Date (the “Federal Funds Effective Interest Determination Date”)
for Federal Funds having the Index Maturity specified on the face hereof (i) as
published in H.15(519) under the heading “Federal Funds (Effective)” or (ii) if
such rate is not so published prior to 9:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Effective Interest
Determination Date, then as published in Composite Quotations under the heading
“Federal Funds/ Effective Rate” or (b) if by 9:00 P.M., New York City time, on
such Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, the arithmetic mean, as calculated by the Calculation
Agent on such Calculation Date, of the rates, as of 9:00 A.M., New York City
time, on such Federal Funds Effective Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Effective Rate will be the Federal Funds Effective
Rate in effect on such Federal Funds Effective Interest Determination Date (or
if there was no such Interest Reset Period, the Federal Funds Rate shall be the
Initial Interest Rate).


 


Determination
of LIBOR.  If the Interest Rate Basis
specified on the face hereof is LIBOR, the interest rate with respect to this
Security for any Interest Reset Date shall be determined by the Calculation
Agent in accordance with the following provisions:


 


(a)           
With respect to any LIBOR Interest Determination Date, LIBOR will be, as
specified on the face hereof, determined on the basis of either (i) the
arithmetic mean of the offered rates for deposits in the Index Currency
specified on the face hereof (or if no currency is specified, U.S. dollars)
having the Index Maturity specified on the face hereof, commencing on the
second London Market Day immediately following such LIBOR Interest
Determination Date, which appear on the Reuters Screen LIBO Page as of 11:00
A.M., London time, on that LIBOR Interest Determination Date, if at least two
such offered rates appear on the Reuters Screen LIBO Page (“LIBOR Reuters”), or
(ii) the rate for deposits in the Index Currency having the Index Maturity
designated on the face hereof, commencing on the second London Market Day
immediately following such LIBOR Interest Determination Date, that appears on
the Telerate Page specified on the face hereof (which, if the Index Currency is
U.S. dollars, will be Telerate page 3750) as of 11:00 A.M., London time, on
that LIBOR Interest Determination Date (“LIBOR Telerate”).  If neither
LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR will be
determined as if LIBOR Telerate had been specified.  If fewer than two
offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on
the Telerate Page, as applicable, LIBOR for such LIBOR Interest Determination
Date will be determined as described in (b) below.


 


(b)          
With respect to a LIBOR Interest Determination Date on which fewer than two
offered rates for the applicable Index Maturity appear on the Reuters Screen
LIBO Page,


 


9
















 


as specified in (a)(i) above, or on which no rate
appears on Telerate Page, as specified in (a)(ii) above, as applicable, LIBOR
will be determined on the basis of the rates at approximately 11:00 A.M.,
London time, on such LIBOR Interest Determination Date at which deposits in the
Index Currency having the Index Maturity specified on the face hereof are
offered to prime banks in the London interbank market by four major banks in
the London interbank market selected by the Calculation Agent commencing on the
second London Market Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount of not less
than US$1,000,000 (or the equivalent in the Index Currency) that in the Calculation
Agent’s judgment is representative for a single transaction in such market at
such time.  The Calculation Agent will request the principal London office
of each of such banks to provide a quotation of its rate.  If at least two
such quotations are provided, LIBOR for such LIBOR Interest Determination Date
will be the arithmetic mean, as calculated by the Calculation Agent on such
Calculation Date, of such quotations.  If fewer than two quotations are
provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean, as calculated by the Calculation Agent on such Calculation
Date, of the rates quoted at approximately 11:00 A.M., New York City time, on
such LIBOR Interest Determination Date by three major banks in the applicable
principal financial center for the country of the Index Currency, selected by
the Calculation Agent, for loans in the Index Currency to leading European
banks having the specified Index Maturity commencing on the second London
Market Day immediately following such LIBOR Interest Determination Date and in
a principal amount equal to an amount of not less than US$1,000,000 (or the
equivalent in the Index Currency) that in the Calculation Agent’s judgment is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR for such LIBOR
Interest Determination Date will be the LIBOR in effect on such LIBOR Interest
Determination Date (or if there was no such Interest Reset Period, LIBOR shall
be the Initial Interest Rate).


 


“London Market Day” means
any day on which deposits in U.S. dollars are transacted in the London
interbank market;


 


Determination
of Treasury Rate.  If the Interest Rate Basis
specified on the face hereof is the Treasury Rate, the interest rate with
respect to this Security for any Interest Reset Date shall equal (a) the rate
for the most recent auction of direct obligations of the United States (“Treasury
bills”) having the Index Maturity shown on the face hereof as published in
H.15(519) under the heading “U.S. Government Securities - auction average
(investment)” on the Treasury Interest Determination Date (as defined below) or
(b) if such rate is not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Interest Determination Date, the
auction average rate (expressed as bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) for such auction
as otherwise announced by the United States Department of the Treasury or (c)
in the event that the results of the auction of Treasury bills having the Index
Maturity specified on the face hereof are not published or reported as provided
in (a) or (b) above by 3:00 P.M., New York City time, on such Calculation
Date or if no such auction is held in a particular week, the yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean, as calculated
by the Calculation Agent of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Interest Determination Date, of
three leading primary United States government securities dealers selected by
the Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity shown on the face hereof; provided, however,
that if such dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate shall be the Treasury
Rate on such Treasury Interest Determination Date (or if there was no such
Interest Reset Period, the Treasury Rate shall be the Initial Interest Rate).


 


The “Treasury Interest
Determination Date” pertaining to an Interest Reset Date will be the day on
which Treasury bills are auctioned for the week in which such Interest Reset
Date falls, or if no auction is held for such week, the Monday of such week (or
if Monday is a legal holiday, the next succeeding Market Day) and the Interest
Reset Date will be the Market Day immediately following such Treasury Interest
Determination Date.  If an auction is held for such week on Monday or the
preceding Friday, such Monday or


 


10
















 


preceding Friday shall be the Treasury Interest
Determination Date for such week, and the Interest Reset Date for such week
shall be the Tuesday of such week (or, if such Tuesday is not a Market Day, the
next succeeding Market Day).  If the auction for such week is held on any
day of such week other than Monday, then such date shall be the Treasury
Interest Determination Date and the Interest Reset Date for such week shall be
the next succeeding Market Day.


 


Determination
of Australian Bank Bill Rate.  If the Interest Rate Basis specified on the
face hereof is the Australian Bank Bill Rate, the interest rate with respect to
this Security for any Interest Reset Date shall equal the rate on such Interest
Reset Date (or, if such Interest Reset Date is not a Market Day, the next
succeeding Market Day) determined by the Calculation Agent by taking the rate
quoted on the Reuters Screen BBSW Page (or such other page as may replace the
Reuters Screen BBSW Page) (“Reuters Screen BBSW Page”) at or about 10:00 A.M.,
Melbourne time, on such Interest Reset Date.  If such rate does not appear
on the Reuters Screen BBSW Page, the rate for that Interest Reset Date will be
determined by the Calculation Agent by taking the mean buying and selling rates
for a bill (which for the purpose of this definition means a bill of exchange
of the type specified for the purpose of quoting on the Reuters Screen BBSW
Page) having a tenor of the Index Maturity specified on the face hereof, quoted
at approximately 10:00 A.M., Melbourne time, on such Interest Reset Date by
five major financial institutions in the Australian market authorized to quote
on the Reuters Screen BBSW Page selected by the Calculation Agent on
application by the Calculation Agent, eliminating the highest and the lowest
mean rates and taking the arithmetic mean of the remaining mean rates and then,
if necessary, rounding the resulting figure upwards to four decimal places; provided,
however, that if the banks selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Australian Bank Bill
Rate will be the Australian Bank Bill Rate in effect on such Interest Reset
Date (or if there was no such Interest Reset Period, the Australian Bank Bill
Rate shall be the Initial Interest Rate).


 


Determination
of CMT Rate.  If the Interest Rate Basis
specified on the face hereof is the CMT Rate, the interest rate with respect to
this Security for any Interest Reset Date shall equal (a) the rate on the
second Market Day with respect to this Security immediately preceding such
Interest Reset Date (the “CMT Rate Interest Determination Date”) displayed on
the Designated CMT Telerate Page under the caption “... Treasury Constant
Maturities.... Federal Reserve Board Release H.15.... Mondays Approximately
3:45 p.m.,” under the column for the Index Maturity for (i) if the Designated
CMT Telerate Page is 7055, the rate on such CMT Rate Interest Determination
Date and (ii) if the Designated CMT Telerate page is 7052, the week or the
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Rate Interest Determination Date occurs or
(b) if such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date will be such
Treasury Constant Maturity rate for the Index Maturity as published in the
relevant H.15(519) (or its replacement) or (c) if such information is not
provided by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate for the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity, based on
the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time on the CMT Rate Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a “Reference
Dealer”) in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent, for the most recently issued
direct noncallable fixed rate obligations of the United States (“Treasury notes”)
with an original maturity of approximately the Index Maturity and remaining
term to maturity of not less than such Index Maturity minus one year or (d) if
the Calculation Agent cannot obtain three such Treasury notes quotations, the
CMT Rate for such CMT Rate Interest Determination Date will be calculated by
the Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30 p.m.,
New York City time, on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York, for Treasury notes with an original
maturity of the number of years that is the next highest to the Index Maturity
and a remaining term to maturity closest to the Index Maturity and in an amount
of at least $100,000,000; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent
are quoting as described herein, the CMT Rate for such Interest Reset Date will
be the same as the CMT Rate for the immediately preceding Interest Reset Period
(or, if there was not such Interest Reset Period, the rate of interest payable
on the CMT Rate Notes for which the CMT Rate is being determined shall be the
Initial Interest Rate).  If two Treasury notes with an original maturity
as described in the second preceding sentence have remaining terms to maturity
equally close to the Index Maturity, the quotes for the Treasury note with the
shorter remaining term to maturity will be used.


 


11
















 


Renewable
Notes.  If it is indicated on the face
hereof that this is a “Renewable Note”, the Stated Maturity with respect to
this Security will be the Interest Payment Date specified on the face hereof
(the “Initial Maturity Date”), unless the Stated Maturity of all or any portion
of the principal amount of this Security is extended in accordance with the
procedures described below, unless modified as set forth on the face
hereof.  On the Interest Payment Dates in January and July in each year,
unless different Interest Payment Dates are specified on the face hereof (each
such Interest Payment Date, an “Election Date”), the Stated Maturity hereof
will be extended to the Interest Payment Date occurring twelve months after
such Election Date, unless the Holder hereof elects to terminate the automatic
extension of the Stated Maturity hereof or of any portion hereof having a
principal amount of US$1,000 or any multiple of US$1,000 in excess thereof by
delivering a notice of such effect to the Paying Agent not less than nor more
than a number of days specified on the face hereof prior to such Election
Date.  Such option may be exercised with respect to less than the entire
principal amount hereof; provided  that the principal amount for
which such option is not exercised is at least US$1,000 or any larger amount
that is an integral multiple of US$1,000.  Notwithstanding the foregoing,
the Stated Maturity hereof may not be extended beyond the Final Maturity Date,
as specified on the face hereof (the “Final Maturity Date”).  If the
Holder elects to terminate the automatic extension or the Stated Maturity of
any portion of the principal amount hereof and such election is not revoked as
described below, such portion will become due and payable on the Interest
Payment Date falling six months (unless another period is specified on the face
hereof) after the Election Date prior to which the Holder made such election.


 


An election to terminate
the automatic extension of the Stated Maturity may be revoked as to any portion
hereof having a principal amount of US$1,000 or any multiple of US$1,000 in
excess thereof by delivering a notice to such effect to the Paying Agent on any
day following the effective date of the election to terminate the automatic
extension of the Stated Maturity and prior to the date 15 days before the date
on which such portion would otherwise mature.  Such a revocation may be
made for less than the entire principal amount hereof for which the automatic
extension of the Stated Maturity has been terminated; provided  that
the principal amount hereof for which the automatic extension of the Stated
Maturity has been terminated and for which such a revocation has not been made
is at least US$1,000 or any larger amount that is an integral multiple of
US$1,000.  Notwithstanding the foregoing, a revocation may not be made
during the period from and including a Record Date to but excluding the
immediately succeeding Interest Payment Date.


 


An election to terminate
the automatic extension of the Stated Maturity hereof, if not revoked as
described above by the Holder making the election or any subsequent Holder,
will be binding upon such subsequent Holder.


 


A Renewable Note may be
redeemed in whole or in part at the option of the Company on the Interest
Payment Dates in each year specified on the face hereof, commencing with the
Interest Payment Date specified on the face hereof, at the Redemption Price or
Prices as stated on the face hereof, together with accrued and unpaid interest
to the Redemption Date. Notice of redemption will be provided by mailing a
notice of such redemption to each Holder by first class mail, postage prepaid,
at least 180 days prior to the Redemption Date.


 


Extendible
Notes.  It shall be indicated on the face
hereof whether the Company has the option to extend the Stated Maturity hereof
for one or more periods of one or more whole years (each an “Extension Period”)
up to but not beyond the date (the “Final Maturity Date”) set forth on the face
hereof.  If the Company has such option with respect to
any Security (an “Extendible Note”), the following procedures will apply,
unless modified as set forth on the face hereof.


 


The Company may exercise
such option with respect to an Extendible Note by notifying the Paying Agent of
such exercise at least 45 but not more than 60 days prior to the Stated
Maturity originally in effect with respect to such Note (the “Original Maturity
Date”) or, if the Stated Maturity of such Note has already been extended, prior
to the Stated Maturity then in effect (an “Extended Maturity Date”).  No
later than 38 days prior to the Original Maturity Date or an Extended Maturity
Date, as the case may be (each a “Maturity Date”), the Paying Agent will mail
to the Holder of such Note a notice (the “Extension Notice”), relating to such
Extension Period, by first class mail, postage prepaid, setting forth (a) the
election of the Company to extend the Stated Maturity of such Note; (b) the new
Extended Maturity Date; (c) the interest rate applicable to the Extension
Period (which, in the case of a Floating Rate Note, will be calculated with
reference to an interest


 


12
















 


formula and the Spread or Spread Multiplier, if
any); and (d) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which the period or periods during which
and the price or prices at which such redemption may occur during the Extension
Period.  Upon the mailing by the Paying Agent of an Extension Notice to
the Holder of an Extendible Note, the Stated Maturity of such Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, such Note will have the same terms it had
prior to the mailing of such Extension Notice.


 


Notwithstanding the
foregoing, not later than 10:00 A.M., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect for an Extendible Note
(or, if such day is not a Business Day, not later than 10:00 A.M., New York
City time, on the immediately succeeding Business Day), the Company may, at its
option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate (or, in the case of a Floating Rate Note, a
higher Spread or Spread Multiplier, if any) for the Extension Period by causing
the Paying Agent to send notice of such higher interest rate (or, in the case
of a Floating Rate Note, a higher Spread or Spread Multiplier, if any) to the
Holder of such Note by first class mail, postage prepaid, or by such other
means as shall be agreed between the Company and the Paying Agent.  Such
notice shall be irrevocable.  All Extendible Notes with respect to which
the Maturity Date is extended in accordance with an Extension Notice will bear
such higher interest rate (or, in the case of a Floating Rate Note, a higher
Spread or Spread Multiplier, if any) for the Extension Period, whether or not
tendered for redemption.


 


If the Company elects to
extend the Stated Maturity of an Extendible Note, the Holder of such Note will
have the option to require the Company to redeem such Note on the Maturity Date
then in effect at a price equal to the principal amount thereof plus any
accrued and unpaid interest to such date.  In order for an Extendible Note
to be redeemed on such Maturity Date, the Holder must follow the procedures for
optional redemption specified in the applicable Prospectus Supplement, except
that the period for delivery of such Note or notification to the Paying Agent
shall be at least 25 but not more than 35 days prior to the Maturity Date then
in effect and except that a Holder who has tendered an Extendible Note for
redemption pursuant to an Extension Notice may, by written notice to the Paying
Agent, revoke any such tender for redemption until 3:00 P.M., New York City
time, on the twentieth calendar day prior to the Maturity Date then in effect
(or, if such day is not a Business Day, until 3:00 P.M., New York City time, on
the immediately succeeding Business Day).


 


Unless otherwise
specified on the face hereof, the Calculation Date pertaining to (i) any CD
Rate Interest Determination Date, Commercial Paper Rate Interest Determination
Date, Treasury Interest Determination Date or Federal Funds Effective Rate
Interest Determination Date or a CMT Rate Interest Determination Date, as the
case may be, shall be the tenth day after such interest determination date or,
if any such day is not a Market Day with respect to this Security, the next
succeeding such Market Day and (ii) any Prime Rate Interest Determination Date
or LIBOR Interest Determination Date shall be such interest determination date. 
The Calculation Agent shall calculate the interest rate hereon in accordance
with the foregoing on or before each Calculation Date.  At the request of
the Holder hereof, the Calculation Agent will provide to the Holder hereof the
interest rate hereon then in effect and, if determined, the interest rate which
will become effective as of the next Interest Reset Date.  Unless
otherwise specified on the face hereof, the Calculation Agent shall be the
Trustee.


 


The Company shall have
the right to require the Holder of this Security, as a condition of payment of
the principal of or any premium or interest on this Security (or any Additional
Amounts payable in respect thereof), to present at the office of the Trustee or
any paying agent a certificate in such form as the Company may from time to
time prescribe to enable the Company to determine its duties and liabilities
with respect to (i) any taxes, assessments or governmental charges which the Company,
the Trustee, any paying agent or withholding agent may be required to deduct or
withhold from payments in respect of such Security under any present or future
law of Australia or any other jurisdiction or any regulation of any taxing
corporation thereof or therein and (ii) any reporting or other requirements under
such laws or regulations.  To the extent not otherwise prohibited by
applicable laws and regulations, the Company shall be entitled to determine its
duties and liabilities with respect to such deduction, withholding, reporting
or other requirements on the basis of information contained in such certificate
or, if no certificate shall be presented, on the basis of any presumption
created by any such law or regulation and shall be entitled to act in
accordance with such determination.


 


13
















 


If this Security is
designated on the face hereof as an Original Issue Discount Security (an “Original
Discount Security”), then, notwithstanding anything to the contrary contained
in this Security, upon the redemption or acceleration of the Stated Maturity of
this Security there shall be payable, in lieu of the principal amount due at
the Stated Maturity hereof, an amount equal to the Amortized Face Amount of
this Security.  The “Amortized Face Amount” of an Original Issue Discount
Security shall be the amount equal to the sum of (a) the issue price of this
Security (as defined below), plus (b) that portion of the difference between
the issue price and the principal amount of this Security that has been
amortized at the Stated Yield (as defined below) of this Security (computed in
accordance with generally accepted United States bond yield computation
principles) at the date as of which the Amortized Face Amount is calculated,
but in no event shall the Amortized Face Amount exceed the principal amount of
this Security due at the Stated Maturity hereof.  As used in the previous
sentence “issue price” means the principal amount due at the Stated Maturity
hereof less the Total Amount of OID of this Security specified on the face
hereof, and the “Stated Yield” of this Security means the Yield to Maturity
specified on the face hereof or if not so specified, the yield to maturity
compounded semi-annually and computed in accordance with generally accepted
United States bond yield computation principles for the period from the Original
Issue Date hereof to the Stated Maturity hereof on the basis of its issue price
and such principal amount.


 


If this Security is
denominated in a Specified Currency, unless the Holder hereof is entitled to
make, and has made, a Specified Currency Payment Election with respect to such
payments as provided on the face hereof, the Holder of this Security shall
receive payments of principal and any premium and interest in U.S. dollars at
an exchange rate based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent (who, unless otherwise specified on the
face hereof, shall be the Trustee) at approximately 11:00 A.M., New York City
time, on the second Market Day with respect to this Security preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Company for the purchase by the quoting dealer of the Specified
Currency for U.S. dollars for settlement on such payment date of the aggregate
amount of such Specified Currency payable to all Holders of Securities of this
series denominated in such Specified Currency and scheduled to receive U.S.
dollar payments on such payment date and at which the applicable dealer commits
to execute a contract.  All currency exchange costs incurred by the Company
in converting a Specified Currency into U.S. dollars in order to make payments
hereon will be borne by the Holder of this Security by deductions from such
payments.  If such bid quotations are not available, or if a Specified
Currency Payment Election has been made with respect to such payments, payments
will be made in the Specified Currency (or, if such Specified Currency is not
at the time of such payment legal tender for the payment of public and private
debts, such other coin or currency of the country which issued such Specified
Currency as at the time of such payment is legal tender for the payment of such
debts); provided, however, that if such Specified Currency (or,
if applicable, such other coin or currency) is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company’s
control, the Company will be entitled to make payments in U.S. dollars on the
basis of the Market Exchange Rate for such Specified Currency (or, if
applicable, such other coin or currency) on the second Market Day with respect
to this Security prior to such payment date or, if such Market Exchange Rate is
not then available, on the basis of the most recently available Market Exchange
Rate or as otherwise indicated hereon.


 


If one or more Redemption
Dates (or ranges of Redemption Dates)  is specified on the face hereof,
this Security is subject to redemption upon not less than 30 days’ notice by
mail, on any such date (or during any such range), as a whole, or from time to
time in part, at the election of the Company, at a Redemption Price determined
as provided in the next succeeding sentence, together with accrued interest to
the Redemption Date; provided that interest installments whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holder
hereof (or one or more Predecessor Securities) of record at the close of
business on the Regular Record Dates referred to on the face hereof, all as
provided in the Indenture.  If applicable, the “Redemption Price” for any
such redemption shall be the amount determined by multiplying the Redemption
Percentage specified on the face hereof with respect to the relevant Redemption
Date (or range of such dates) by the portion of the principal amount hereof
(or, if this Security is an Original Issue Discount Security, the portion of
the Amortized Face Amount hereof) to be redeemed; provided, however,
that in no event shall the Redemption Price be less than 100% of the portion of
the principal amount hereof (or, if this Security is an Original Issue Discount
Security, the portion of the Amortized Face Amount hereof) to be redeemed.


 


14
















 


In addition to its
ability to redeem this Security pursuant to the foregoing, this Security may be
redeemed at the option of the Company on the terms set forth, and as more fully
described, in the Indenture, in certain circumstances if the Company would be
required to pay Additional Amounts in respect hereof as a result of any change
or amendment of any law, regulation or published tax ruling of Australia, or
any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in the official administration, interpretation or
application of such laws, regulations or published tax rulings, in each case
occurring after the Issue Date hereof.


 


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


 


The Indenture contains
provisions for defeasance at any time of (i) the entire indebtedness of this
security or (ii) certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.


 


If one or more Repayment
Dates (Option of Holder) (or ranges of such dates) is specified on the face
hereof, this Security is subject to repayment on any such date (or during any
such range) or, if such date is not a Market Day, on the first Market Day
following such date, as a whole or from time to time in part, at the election
of the Holder hereof at a Repayment Price determined as provided in the fifth
succeeding sentence together with accrued interest thereon to the Repayment
Date, but interest installments whose Stated Maturity is on or prior to the
Repayment Date will be payable to the Holder hereof of record at the close of
business on the Regular Record Date referred to on the face hereof, all as
provided in the Indenture.  Such election shall be effected by the Holder
hereof delivering to the Company at the principal corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York not less than 30 nor
more than 60 days prior to the date on which this Security is to be repaid, or
during such other Notice Period specified on the face hereof, a notice
requesting such repayment in the form described below and specifying the date
upon which this Security is to be repaid.  Any notice given by a Holder
pursuant to this paragraph shall consist of either (i) this Security with the
form entitled “Option to Elect Repayment” set forth of the end of this Security
duly completed or (ii) a telegram, facsimile transmission or a letter from a
member of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth the name of the Holder hereof, the principal amount of
this Security, the principal amount of this Security to be repaid, the
certificate number or a description of the terms of this Security, a statement
that the option to elect repayment is being exercised thereby and a guarantee that
this Security, together with the duly completed form entitled “Option to Elect
Repayment” below, will be received by the Trustee not later than the fifth
Business Day after the date of such telegram, facsimile transmission or letter;
provided, however, that such telegram, facsimile transmission or
letter shall only be effective if this Security and form duly completed are
received by the Trustee by such fifth Business Day.  Exercise of the
repayment option by the Holder hereof will be irrevocable.  If applicable,
the “Repayment Price” for any such repayment shall be the amount determined by
multiplying the Repayment Percentage (Option of Holder), specified on the face
hereof with respect to the relevant Repayment Date (Option of Holder) (or range
of such dates) by the portion of the principal amount hereof (or, if this
Security is an Original Issue Discount Security, the portion of the Amortized
Face Amount hereof) to be repaid, together with the interest accrued thereon to
the Repayment Date; provided, however, that in no event shall the
Repayment Price be less than 100% of the portion of the principal amount hereof
(or, if this Security is an Original Issue Discount Security, the portion of
the Amortized Face Amount hereof) to be repaid.


 


If an Event of Default
with respect to the Securities of this series shall occur and be continuing,
the principal of the Securities of this series (or, in the case of Original
Issue Discount Securities, the Amortized Face Amount thereof) 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 the interest, if any, on the Securities of this
series shall terminate.


 


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


 


15
















 


the consent of the Holders of 662/3%
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
or variation of the Negative Pledge shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities
of this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and shall have offered the Trustee reasonable indemnity, and the Trustee,
during the 60 day period after receipt of such notice, request and offer of
indemnity, shall have failed to institute any such proceeding and shall not
have received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such
request.  The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates
expressed herein.


 


No reference herein to
the Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the 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.  Following
the exercise of any redemption option by the Holder hereof, the Trustee shall
not be required to issue, register the transfer of or exchange that portion of
this Security with respect to which such option has been exercised.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.


 


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


 


The Securities of this
series may be issued in the form of one or more Global Securities to The
Depository Trust Company, as depositary for the Global Securities of this
series (the “Depositary”), or its nominee and registered in the name of the
Depositary or such nominee.  If this Security is designated on the face


 


16
















 


hereof as a Global Security, the transfer and exchange
hereof is subject to the limitations set forth in the Indenture and in the
legends on the face hereof.  Notwithstanding any other provision in the
Indenture or of this Global Security, this Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of this Global
Security in whole or in part may be registered, in the name of any Person other
than the Depositary for this Global Security or a nominee thereof unless (A)
such Depositary (i) has notified the Company that it is unwilling or
unable to continue as Depositary for this Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to this
Global Security, (C) the Company in its sole discretion shall have notified the
Depositary that the Global Securities shall be exchanged for such Securities or
(D) there shall exist such circumstances, if any, in addition to or in lieu of
the foregoing as have been specified for this purpose as contemplated by
Section 301 of the Indenture.  Notwithstanding any other provision in the
Indenture or of this Global Security, if the restriction set forth in the
preceding sentence shall have ceased to apply to this Global Security it may be
transferred only to, and may be registered and exchanged for Securities
registered only in the name or names of, such Person or Persons as the
Depositary for this Global Security shall have directed and no transfer thereof
other than such a transfer may be registered.


 


In the Indenture, the Company
has appointed its Managing Director, Americas, acting through its office in the
Borough of Manhattan, The City of New York located at 1177 Avenue of the
Americas, New York, New York, and his successors, as its authorized agent (“Authorized
Agent”) upon which process may be served in any legal action or proceeding
against it with respect to its obligations under the Securities or the
Indenture, as the case may be, instituted in any State or Federal court in the
Borough of Manhattan, The City of New York by the Holder of any Security and
has irrevocably submitted to the non-exclusive jurisdiction of any such court
in respect of such legal action.  Such appointment shall be irrevocable
until all amounts in respect of the principal of and any premium and interest
due and to become due on or in respect of all the Securities have been paid by
the Company to the Trustee pursuant to the terms of the Indenture and the
Securities and paid or returned to the Trustee as provided in Section 309 of
the Indenture.  Notwithstanding the foregoing, the Company has reserved
the right to appoint another person located or with an office in the Borough of
Manhattan, The City of New York, selected in its discretion, as a successor
Authorized Agent, and upon acceptance of such appointment by such a successor
the appointment of the prior Authorized Agent shall terminate.  If for any
reason the Company’s General Manager, Americas, ceases to be able to act as the
Authorized Agent or to have an address in the Borough of Manhattan, The City of
New York, the Company will appoint a successor Authorized Agent in accordance
with the preceding sentence.  The Company will take any and all action,
including the filing of any and all documents and instruments,
that may be necessary to continue such appointment or appointments in
full force and effect as aforesaid.  Service of process upon the
Authorized Agent addressed to it at the address set forth above, as such
address may be changed within the Borough of Manhattan, The City of New York by
notice given by the Authorized Agent to the Trustee, together with written
notice of such service mailed or delivered to the Company at 100 Queen Street,
Melbourne, Victoria 3000 Australia, attention: Company Secretary, shall be
deemed, in every respect, effective service of process on the Company. 
Notwithstanding the foregoing, any action based on the Securities may be
instituted by a Holder of a Security in any competent court in the State of
Victoria or any court in Australia competent to hear appeals therefrom. 
To the fullest extent permitted by law, the Company has waived irrevocably any
immunity from jurisdiction to which it might otherwise be entitled in any
action based on the Securities or the Indenture which may be instituted by the
Holder of any Security in any State or Federal court in the Borough of
Manhattan, The City of New York or in any competent court in the State of
Victoria or in Australia competent to hear appeals therefrom.


 


This Security and the
Indenture shall be governed by and construed in accordance with the laws of the
State of New York, but without regard to the conflict of laws principles
thereof; provided, however, that (i) the authorization and
execution of the Indenture and this Security, as applicable, and the occurrence
of an Event of Default under Sections 501(6) or (7) of the Indenture shall be
governed by the laws of the State of Victoria, Commonwealth of Australia.


 


17
















 


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 
  -

  	
   

  	
                                                          
  Custodian
                             

  
	
   

  	
   

  	
  (Custodian)

  	
  (Minor)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Under Uniform Gifts to
  Minors Act
  (                           )

  	
   

  	
   

  
	
  (State)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


18
















 


OPTION TO ELECT
REPAYMENT


 


The undersigned hereby
irrevocably requests and instructs Australia and New Zealand Banking Group
Limited (A.B.N. 11 005 357 522) to repay the within Security (or portion
thereof specified below) pursuant to its terms at the Repayment Price, to the
undersigned at


 


	
   

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

  
	
   

  
	
   

  
	
   

  



 


If less than the entire
principal amount of the within Security is to be repaid, specify the portion
thereof which the Holder elects to have repaid:


 


                                                                                                      ;
and specify the denomination of denominations (which
shall not be less than the minimum authorized denomination) of the Securities
to be issued to the Holder for the portion of the within Security not being
repaid (in the absence of any such specification, one such Security will be
issued for the portion not being repaid):


	
   

  



 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: This signature
  on this Option to Elect Repayment must correspond with the name as written
  upon the face of the within instrument in every particular without alteration
  or enlargement or any change whatever.

  



 


19
















 


 


TRANSFER NOTICE


 


 


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:

  	
   

  	
   

  	
   

  
	
   

  	
  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.

  



 


 


Signature guaranteed:


 


	
  NOTICE:

  	
  The signature on this
  Transfer Notice must be guaranteed by a member firm of the Securities
  Transfer Agent Medallion Program.

  



 


20