Form of Floating Rate Senior Note due 2010



 EXHIBIT 4.2 
 DISCOVER FINANCIAL SERVICES 
 FLOATING RATE SENIOR NOTE DUE 2010 
  

									
	 REGISTERED
	  		  		  		  	$[            ]
	 No. Flt-
	  		  		  		  	CUSIP: [            ]

 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.]* 
 [THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS
AGREEMENT AMONG DISCOVER FINANCIAL SERVICES AND THE INITIAL PURCHASERS, DATED JUNE 12, 2007 (THE “REGISTRATION RIGHTS AGREEMENT”). THE ISSUER WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN
REQUEST TO IT AT ITS PRINCIPAL PLACE OF BUSINESS. 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN 
  


	*	To be included in Global Notes. 

  

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DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT,
TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]** 


	**	To be included in Notes issued pursuant to Rule 144A or Regulation S until the Resale Restriction Termination Date. 

  

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 DISCOVER FINANCIAL SERVICES 
 FLOATING RATE SENIOR NOTE DUE 2010 
  

					
	RATE OF INTEREST PER ANNUM:	  	ORIGINAL ISSUE DATE:	  	MATURITY DATE:
			
	LIBOR plus 0.53%	  	June 12, 2007	  	June 11, 2010
			
	INTEREST PAYMENT DATES:	  	INTEREST ACCRUAL DATE:	  	INTEREST RESET PERIOD:
			
	 Each June 12, September 12,
 December 12 and March 12,
 commencing September 12, 2007
	  	June 12, 2007	  	Three months
			
	INITIAL INTEREST RESET DATE:	  	INTEREST RESET DATES:	  	INITIAL INTEREST RATE:
			
	September 12, 2007	  	Each Interest Payment Date	  	To be determined on the second London Banking Day prior to the Original Issue Date
			
	INTEREST PAYMENT PERIOD:	  	 TAX REDEMPTION AND
 PAYMENT OF ADDITIONAL
 AMOUNTS:
	  	MINIMUM DENOMINATIONS:
			
	Quarterly	  	Yes	  	$2,000 and integral multiples of $1,000 in excess thereof

  
 DISCOVER FINANCIAL SERVICES,
a Delaware corporation (together with its successors and assigns, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assignees, the principal sum
of $[            ] on the Maturity Date specified above (except to the extent redeemed or repaid prior to maturity) and to pay interest thereon from and including the Interest Accrual
Date specified above at a rate per annum equal to the Initial Interest Rate specified above or determined in accordance with the provisions specified on the reverse hereof until the initial Interest Payment Date specified above, and thereafter at a
rate per annum determined in accordance with the provisions specified on the reverse hereof until the principal hereof is paid or duly made available for payment. The Calculation Agent shall determine the Initial Interest Rate for this Note in
accordance with the provisions specified on the reverse hereof. The Issuer will pay interest in arrears quarterly as specified above as the Interest Payment Period on each Interest Payment Date (as specified above), commencing on the initial
Interest Payment Date, and on the Maturity Date (or on any redemption or repayment date); provided, however, that if the Interest Accrual Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the registered Holder of this Note on the Record Date with respect to such second Interest Payment Date; and provided, further, that
if an Interest Payment Date (other than the Maturity Date or redemption or repayment date) would fall on a day that is not a Business Day, as defined below, such Interest Payment Date shall be the following day that is a Business Day, except that if
such next Business Day falls in the next calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day; and provided, further, that if the Maturity Date or redemption or repayment date would fall on
a day that is not a Business Day, such payment shall be made on the following day that is a Business Day and no interest shall accrue for the period from and after such Maturity Date or redemption or repayment date. The Issuer shall also pay a
Special Interest Premium (as defined in the Registration Rights Agreement) under the conditions, in the amounts and at the times set forth in the Registration Rights Agreement. References herein and in the Senior Indenture to interest shall be
deemed to include any Special Interest Premium. 
  

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 Interest on this Note will accrue from and including the most recent date to which interest has been paid
or duly provided for, or, if no interest has been paid or duly provided for, from and including the Interest Accrual Date, until but excluding the date the principal hereof has been paid or duly made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on
the June 1, September 1, December 1 and March 1 immediately preceding to such Interest Payment Date (whether or not a Business Day) (each such date, a “Record Date”); provided, however, that
interest payable at maturity (or any redemption or repayment date) will be payable to the person to whom the principal hereof shall be payable. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York. 
 Payment of the principal of and premium, if any, and interest on this Note due at maturity (or any redemption or repayment date) will be made in immediately available funds upon surrender of this Note at the office or agency of the Paying
Agent, as defined on the reverse hereof, maintained for that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Issuer may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register. A Holder of U.S. $10,000,000 or more in
aggregate principal amount of Notes having the same Interest Payment Date, the interest on which is payable in U.S. dollars, shall be entitled to receive payments of interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Paying Agent in writing not less than 15 calendar days prior to the applicable Interest Payment Date. 
 Reference is hereby made to the further provisions of this Note 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 Note shall not be entitled to any benefit under the Senior Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose. 
  

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 IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed. 
  

							
	 DATED: June 12, 2007
	 		 	DISCOVER FINANCIAL SERVICES
				
		 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	

  

			
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	
	 This is one of the Securities referred to in the within-mentioned Senior Indenture.

	
	 U.S. BANK NATIONAL ASSOCIATION as Trustee

		
	 By:
	 	  

		 	Authorized Officer

  

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 [FORM OF REVERSE OF SECURITY] 
 This Note is one of the duly authorized debt securities of the Issuer of a series designated as the Floating Rate Senior Notes due 2010 (the
“Notes”). The Notes are issuable under a Senior Indenture, dated as of June 12, 2007, between the Issuer and U.S. Bank National Association, as Trustee (the “Trustee,” which term includes any successor trustee
under the Senior Indenture) (as may be amended or supplemented from time to time, the “Senior Indenture”), to which Senior Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities of the Issuer, the Trustee and Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer has appointed U.S. Bank National Association, at
its corporate trust office in The City of New York, as the paying agent (the “Paying Agent,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to this Note. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby incorporated by reference herein. 
 This Note will not be subject to any
sinking fund. 
 Interest on this Note will accrue at a rate per annum, reset quarterly (the “Interest Reset Period”), equal
to LIBOR (as defined below) plus 0.53%, as determined by the calculation agent (the “Calculation Agent”), which shall initially be the Trustee, on the second London Banking Day prior to each Interest Reset Date (as specified above).
The Issuer will pay interest on this Note in arrears on each Interest Payment Date. The Issuer will make each interest payment to the Holders of record of this Note on the immediately preceding
June 1, September 1, December 1 and March 1. Interest on this Note will accrue from and including the Issue Date or from and including the most recent date to which interest has been paid or provided for to but
excluding the Interest Payment Date or Maturity Date or any earlier redemption or repayment date. 
 The amount of interest for each day that
this Note is outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of this Note then outstanding. The amount of
interest to be paid on this Note for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period. 
 All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded
upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). The interest rate on
this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. 
 The Calculation Agent will, upon the request of any Holder of this Note, provide the interest rate then in effect with respect to this Note. All calculations made by the Calculation Agent in the absence of manifest
error will be conclusive for all purposes and binding on the Issuer and the Holders of this Note. 
 “Interest Period” with
respect to this Note means the period commencing on and including an Interest Payment Date and ending on and including the day immediately preceding the next succeeding Interest Payment Date, with the exception that the first Interest Period shall
commence on and include the Interest Accrual Date and end on and include September 11, 2007 and the last Interest Period will begin on and include the Interest Payment Date immediately preceding the Maturity Date or earlier redemption date or
repayment date, as applicable, and end on and include the day immediately preceding the Maturity Date or earlier redemption date or repayment date, as applicable. 
  

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 “LIBOR” means, as of any day, the London interbank offered rate for deposits in U.S.
Dollars for a three-month period, commencing on the second London Banking Day immediately following that day that appears on Reuters Page LIBOR01 at approximately 11:00 a.m., London time, on that day. If no rate appears or is available, then the
Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent after consultation with the Issuer, to provide the Calculation Agent with its
offered quotation for a representative amount of deposits in U.S. Dollars for a three-month period commencing on the second London Banking Day immediately following that day to prime banks in the London interbank market at approximately 11:00 a.m.,
London time. If at least two quotations are provided, LIBOR determined on that day will be the arithmetic mean of those quotations. If fewer than two quotations are provided, LIBOR will be determined for that day as the arithmetic mean of the rates
quoted at approximately 11:00 a.m., New York City time on that day by three major banks in New York City, as selected by the Calculation Agent after consultation with the Issuer for loans in a representative amount of U.S. Dollars to leading
European banks for a three-month period. If the banks so selected by the Calculation Agent are not quoting as set forth above, LIBOR for that day will remain LIBOR for the immediately preceding Interest Reset Period or, if there was no immediately
preceding Interest Reset Period, the rate of interest payable will be the initial interest rate. 
 “London Banking Day”
means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. 
 If a Change of Control
Triggering Event (defined below) occurs, the Holder of this Note will have the right to require the Issuer to repurchase all or part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of this Note pursuant to the offer described
below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer shall offer payment in cash equal to 101% of the aggregate principal amount of this Note repurchased plus accrued and
unpaid interest, if any, on the portion of this Note repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall mail a notice to the
Holder of this Note describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase all or part of this Note on the 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 “Change of Control Payment Date”), pursuant to the procedures required by this Note and described in such notice. The Issuer shall 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 all or part of this Note as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Note, the Issuer shall comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Note by virtue of such conflicts. 
 On the Change of Control Payment Date, the Issuer shall, to the extent lawful, to (a) accept for payment all or part of this Note if it is properly
tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all or part of this Note if it is properly tendered; and (c) deliver or cause to be
delivered to the Trustee this Note properly accepted. 
 For purposes of the foregoing: 
 “Below Investment Grade Rating Event” means this Note is rated below an Investment Grade Rating by each of the Rating Agencies (as
defined below) on any date from the date of the public notice 

  

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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 the Change of
Control (which 60-day period shall be extended so long as the rating of this Note is under publicly announced consideration for possible downgrade by either of the Rating Agencies). 
 “Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its subsidiaries taken as a whole to any person (as such term is used
in Section 13(d) of the Exchange Act) other than the Issuer or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as such
term is used in Section 13(d) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Issuer’s voting stock; or (3) commencing after the distribution
of the Issuer’s common stock to the stockholders of Morgan Stanley, the first day on which a majority of the members of the Issuer’s Board of Directors are not Continuing Directors. 
 “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Issuer who
(1) was a member of such Board of Directors on the date of the issuance of this Note; 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 vote of the Board of Directors or by approval of the Issuer’s stockholders after receipt of a proxy statement in which such member was named as a nominee for election
as a director, without objection to such nomination). 
 “Investment Grade Rating” means a rating equal to or higher than
Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P and the equivalent investment grade credit rating from any additional rating agency selected by the Issuer. 
 “Moody’s” means Moody’s Investors Service, Inc. 
 “Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate this Note or fails to make a rating of this Note publicly available
for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer (as certified by a resolution of its
Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be. 
 “S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. 
 “voting stock” of
any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the Board of Directors of such person. 
 This Note may be redeemed at the option of the Issuer, as a whole but not in part, upon giving not less than 10 days’ nor more than 30 days’
notice to the Holders, and upon reasonable notice, in advance of such notice to the Holders, to the Trustee, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including any Additional
Amounts), if any, to the date 

  

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selected by the Issuer for such redemption if, as a result of (a) any change in, or amendment to, the laws or any regulations or rulings promulgated
thereunder of the United States or of any political subdivision or taxing authority of or in the United States affecting taxation, or (b) any change in the official position regarding the application or interpretation of such laws, regulations
or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Original Issue Date, with respect to
any payment due or to become due under the Notes or this Indenture, the Issuer is, or on the next Interest Payment Date would be, required to pay Additional Amounts (as defined below), and such requirement cannot be avoided by the taking of
reasonable measures by the Issuer; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment in respect of this
Note were then due. 
 Prior to the mailing of any notice of redemption of this Note pursuant hereto, the Issuer will deliver to the Trustee
not more than 90 days before a redemption date (a) an Officers’ Certificate stating that such change or amendment as discussed above has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by
the Issuer taking reasonable measures available to it; and (b) an Opinion of Counsel or an opinion of a tax consultant, in either case of recognized standing with respect to tax matters of (i) the United States of America or any political
subdivision thereof or any authority therein or thereof having the power to tax, (ii) any jurisdiction in which the Issuer (including any successor entity) is then incorporated, engaged in business or resident for tax purposes or any political
subdivision thereof or therein having the power to tax or (iii) any jurisdiction by or through which payment is made, stating that the requirement to pay such Additional Amounts results from such change or amendment. The Trustee shall accept
such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders. Any Notes that are redeemed will be cancelled. 
 The Issuer will, subject to the exceptions and limitations set forth below, pay to a Holder of any Note, as additional interest, such additional amounts
(the “Additional Amounts”) as may be necessary in order that every net payment by the Issuer or a paying agent of the principal of and interest on this Note and any other amounts payable on this Note after withholding or deduction
for or on account of any present or future tax, assessment or governmental charge imposed or levied by the United States or any political subdivision or taxing authority thereof or therein will not be less than the amount provided for in this Note
to be then due and payable under this Note. 
 However, the obligation to pay Additional Amounts shall not apply (a) to any present or
future tax, assessment or other governmental charge that would not have been imposed but for (i) the existence of any present or former connection between the Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of the
Holder, if the Holder is an estate, a trust, a partnership, a limited liability company or a corporation) and the United States and its possessions, including, without limitation, the Holder (or such fiduciary, settlor, beneficiary, member or
shareholder) being or having been a citizen or resident of the United States or being or having been engaged in a trade or business or present in the United States or having, or having had, a permanent establishment in the United States, or
(ii) the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever
occurs later; (b) to any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property tax or any similar tax, assessment or governmental charge; (c) to any tax, assessment or other governmental charge imposed by
reason of the Holder’s past or present status as a controlled foreign corporation or passive foreign investment company with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax or
as a private foundation or other tax-exempt organization; (d) to any tax, assessment or other governmental charge that is imposed other than by withholding or deduction from payments on or in respect of any Note; (e) to any 

  

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tax, assessment or other governmental charge that would not have been imposed but for the failure to comply with certification, information or other
reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of that Note, if compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority
thereof or therein as a precondition to relief or exemption from the tax, assessment or other governmental charge; (f) to any tax, assessment or other governmental charge imposed by reason of the Holder’s past or present status as the
actual or constructive owner of 10% or more of the total combined voting power of all classes of stock entitled to vote of the Issuer or as a direct or indirect subsidiary of the Issuer; (g) to any tax, assessment or other governmental charge
that is imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (h) to any tax,
assessment or other governmental charge required to be withheld by any paying agent from any payment of the principal of, or interest on any Note, if such tax, assessment or other governmental charge results from the presentation of any Note for
payment and the payment can be made without such withholding or deduction by the presentation of this Note for payment by at least one other paying agent; or (i) in the case of any combination of the forgoing items. 
 Additional Amounts will also not be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability
company, or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to that fiduciary, a member of that partnership, an interest Holder of that limited liability company, or a beneficial owner who, in each case, would not have been entitled to the Additional Amounts had that beneficiary,
settlor, member or beneficial owner been the Holder. 
 This Note and all the obligations of the Issuer hereunder are direct, unsecured
obligations of the Issuer and rank without preference or priority among themselves and pari passu with all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain statutory exceptions in the event
of liquidation upon insolvency. 
 This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully
registered form, without coupons, and is issuable only in denominations of U.S. $2,000 and any integral multiple of U.S. $1,000 in excess thereof. 
 The Trustee has been appointed registrar for the Notes, and the Trustee will maintain at its office in The City of New York a register for the registration and transfer of Notes. This Note may be transferred at the aforesaid office of the
Trustee by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee and duly executed by the registered Holder hereof in person or by the Holder’s attorney duly
authorized in writing, and thereupon the Trustee shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized
denominations, subject to the terms and conditions set forth herein; provided, however, that the Trustee will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except
the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Note in whole or in part, except the
portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Senior Indenture with respect to the redemption of Notes. Notes are exchangeable
at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such exchanges and transfers of Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other 

  

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governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory
to the Issuer and the Trustee and executed by the registered Holder in person or by the Holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no
gain or loss of interest results from such exchange or transfer. 
 In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the
Trustee, the Issuer in its discretion may execute a new Note of like tenor in exchange for this Note, but, if this Note is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer that this Note was
destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen. 
 The Senior Indenture provides that if an Event
of Default (as defined in the Senior Indenture) applicable to the debt securities of any series shall have occurred and be continuing, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding debt
securities of such series by notice in writing to the Issuer and to the Trustee, if given by the securityholders, may then declare the principal of all debt securities of such series and interest accrued thereon to be due and payable immediately,
but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal or premium, if any, or interest on such debt securities) by the Holders of a majority in aggregate
principal amount of the debt securities of such series then outstanding. 
 The Senior Indenture permits the Issuer and the Trustee, with the
consent of the Holders of not less than a majority in aggregate principal amount of Securities of any series issued under the Senior Indenture then outstanding and affected, to execute supplemental indentures adding any provisions to or changing in
any manner the rights of the Holders of such series so affected; provided that the Issuer and the Trustee may not, without the consent of the Holder of each outstanding Security affected thereby, (a) extend the final maturity of any such
Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption or repayment thereof, or change the currency of payment thereof, or modify or amend
the provisions for conversion of any currency into any other currency, or impair or affect the rights of any Holder to institute suit for the payment thereof or (b) reduce the aforesaid percentage in principal amount of debt securities the
consent of the Holders of which is required for any such supplemental indenture. 
 The obligations of the Issuer with respect to this Note
may not be discharged or defeased pursuant to Section 10.01(b) or (c) of the Senior Indenture. 
 Except as described below, owners
of beneficial interests in a Global Note will not be entitled to have the Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not be
considered the owners or holders of the Notes under the Senior Indenture. 
 If (i) The Depository Trust Company
(“DTC”), as depositary for the Notes, notifies the Issuer that it is no longer willing or able to act as a depositary or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not
appointed within 90 days of such notice or cessation, (ii) the Issuer in its sole discretion determines that the Global Notes (on whole but not in part) should be exchanged for individual Notes and delivers a written notice to such effect to
the Trustee or (iii)

  

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an Event of Default specified in Section 5.01(e) or 5.01(f) of the Indenture shall have occurred and be continuing with respect to the Notes, then, upon
surrender by DTC of the Global Note, Notes in certificated form will be issued to each person that DTC identifies as the beneficial owner of the Notes represented by the Global Note. Upon any such issuance, the Trustee is required to register such
certificated Notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto. 
 Principal of, premium (if any) and interest on this Note will be payable, and this Note may be exchanged or transferred, at the office or agency maintained by the Issuer for such purpose (which initially will be the corporate trust office
of the Trustee). Payment of principal of, premium (if any) and interest on Notes in global form will be made in immediately available funds to DTC’s nominee as the registered Holder of such global notes. If this Note is no longer represented by
a global Note, payment of interest on the Notes in certificated form may, at the Issuer’s option, be made by check mailed directly to Holders at their registered addresses. 
 So long as the Notes are represented by one or more global Notes, transfers of beneficial interests in such global Notes will be effected under
DTC’s procedures and will be settled in same-day funds. If the Notes are no longer represented by global Notes, a Holder may transfer or exchange Notes in certificated form at the same location given in the preceding paragraph. The Issuer is
not required to transfer or exchange any Note selected for redemption or for a period of 15 days before a selection of Notes to be redeemed. 
 The registered Holder of a Note will be treated as the owner of it for all purposes. 
 The Issuer will not be required to
(a) register the transfer of or exchange any Note if the Holder has exercised the Holder’s right, if any, to require the Issuer to repurchase the Note, in whole or in part, except the portion of the Note not required to be repurchased,
(b) register the transfer of or exchange Notes to be redeemed for a period of fifteen calendar days preceding the mailing of the relevant notice of redemption; or (c) register the transfer of or exchange any registered Note selected for
redemption in whole or in part, except the unredeemed or unpaid portion of that registered Note being redeemed in part. 
 No service charge
will be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the registration of transfer or exchange of Notes.

 With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Trustee or such
Paying Agent shall notify the Holders of such Notes that such moneys shall be repaid to the Issuer and any person claiming such moneys shall thereafter look only to the Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer may have to pay the principal of or interest or
premium, if any, on this Note as the same shall become due. 
 No provision of this Note or of the Senior Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the
Issuer and the registered Holder of this Note. 
 Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee
and any agent of the Issuer or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected
by notice to the contrary. 
  

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 No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this
Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Senior Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future,
of the Issuer or of any successor corporation, either directly or through the Issuer or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 
 This
Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York. 
 All terms used in this
Note which are defined in the Senior Indenture and not otherwise defined herein shall have the meanings assigned to them in the Senior Indenture. 
  

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 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	 	  

		 	(Minor)	  		 	(Cust)

  

							
	Under Uniform Gifts to Minors Act	 	  
	  		 	
		 	(State)	  		 	

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

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 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 TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE] 
 the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such note on the books of the Issuer, 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 Note in every particular without alteration or enlargement or any change
whatsoever.

  

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 OPTION TO ELECT REPAYMENT 
 The undersigned hereby irrevocably requests and instructs the Issuer to repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the Change of Control Payment Date, to the undersigned at 
  

	
	  

	
	  

	
	  


 (Please print or typewrite name and address of the undersigned) 
 If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof which the Holder elects to have repaid:
                     ; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination)
of the Notes to be issued to the Holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid):
                    . 
  

							
	Dated:	 	  
	 		  	  

		 	Name:	 		  	NOTICE: The 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.

  

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