Exhibit 4.1



FIXED RATE NOTE


	REGISTERED	 	U.S. $4,000,000
	No. FXR 1	 	CUSIP: 46625HBW9



       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. 



















       JPMORGAN
  CHASE & CO.

MEDIUM TERM NOTE, SERIES E

  DUE SEPTEMBER 30, 2010 
  


   (Fixed Rate) 
  

	ORIGINAL ISSUE
    DATE: 

    September 30, 2004	INITIAL

    REDEMPTION

   DATE: N.A.	INTEREST RATE:

    N.A.	MATURITY DATE:

    September 30, 2010
	INTEREST ACCRUAL
       DATE: N.A.	INITIAL REDEMPTION

    PERCENTAGE: N.A.	INTEREST PAYMENT

   DATE(S):
       N.A.	OPTIONAL REPAYMENT

     DATE(S):
       N.A.
	SPECIFIED

    CURRENCY: $USD	ANNUAL REDEMPTION

   PERCENTAGE

   REDUCTION:
       N.A.	INTEREST PAYMENT

     PERIOD:
       N.A.	APPLICABILITY OF

     MODIFIED PAYMENT

     UPON ACCELERATION: N.A.
	IF SPECIFIED CURRENCY

   OTHER THAN
   U.S.DOLLARS

   OPTION TO
   ELECT PAYMENT

   IN U.S. DOLLARS:
   N.A.	REDEMPTION NOTICE

    PERIOD: N.A.	APPLICABILITY OF

      ANNUAL INTEREST

      PAYMENTS:
       N.A.	If yes, state Issue

    Price: N.A.
	EXCHANGE
    RATE

    AGENT: N.A.	 	 	 ORIGINAL
    YIELD

    TO MATURITY: N.A.
	OTHER PROVISIONS:

     See
       Below	 	 	 



  Payment at Maturity 
  


       This security
  pays no interest. This security will mature on September 30, 2010 (the “Maturity Date”)
  subject to adjustment in the event of a Market Disruption Event as described
  below. 



       On the Maturity
  Date the Issuer shall pay a cash payment per $1,000 principal amount of securities
  based on the performance of the S&P 5007 Index
  (the “Index”)
  equal to $1,000 plus the “Additional Amount.” The Additional
  Amount paid on the Maturity Date will equal the greater of: (i) $93.50 and
  (ii) $1,000 times the Average Index Return. 



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         The “Average Index Return,” as
  calculated by the calculation agent, is the percentage change of the Index
  comparing the arithmetic average of the Index Closing Level on each of the
  six annual Observation Dates (the “Average Index Level”) to the Index Closing Level on the Pricing Date (the “Starting Index Level”). 



   	      The Average Index Return is calculated as follows: 	



  	 	 	Average Index Level -
      Starting Index Level
	 	Average Index Return         =	

	 	 	Starting Index Level  





       The “Index Closing Level” on any Trading Day will equal the closing level of the Index or any Successor Index (as defined below) or
alternative calculation of the Index described below under “Discontinuation of the S&P 500 Index: Alteration of Method of Calculation” at
the regular official weekday close of the principal trading session of the New
York Stock Exchange, Inc. (the “NYSE”), the American Stock Exchange
LLC (the “AMEX”), the Nasdaq National Market or the
Relevant Exchange or market for the Successor Index. 


       A “Trading Day” is
  a day, as determined by the calculation agent, on which trading is generally
  conducted on the NYSE, the AMEX, the Nasdaq National Market, the Chicago Mercantile
  Exchange and the Chicago Board Options Exchange and in the over-the-counter
  market for equity securities in the United States. 



        An “Observation Date” will
  be September 23 of each year beginning on September
  23, 2005 and ending on September 23, 2010; provided that, in each case, if
  the Observation Date is not a Trading Day, the Observation Date will be the
  immediately following Trading Day, subject in each case to adjustment in the
  event of a Market Disruption Event, as described below under “— Market
  Disruption Events.” 



   	     If a Market Disruption Event occurs on any annual Observation Date other than the final Observation Date, the Index Closing Level will be determined on the immediately succeeding Trading Day on which no Market Disruption Event
occurs. The final Observation Date will be the fifth scheduled Trading Day prior to the Maturity Date, unless the calculation agent determines that a Market Disruption Event occurred or is continuing on that day. In that event, the final Observation
Date will be the first succeeding Trading Day on which the calculation agent determines that a Market Disruption Event has not occurred and is not continuing. In no event, however, shall the final Observation Date be postponed more than ten Business
Days. If the final Observation Date has been postponed ten Business Days, and the Business Day immediately succeeding such



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  tenth Business Day is not a Trading Day, or if there is a Market Disruption Event on such succeeding Business Day, the calculation agent will determine the level of the Index on such succeeding Business Day in accordance with the
formula for and method of calculating the Index last in effect prior to commencement of the Market Disruption Event, using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good
faith estimate of the closing price that would have prevailed but for such suspension or limitation or non-Trading Day) on such date of each security most recently constituting the Index. 



   The Maturity Date will be September 30, 2010 unless
  that day is not a Business Day, in which case the Maturity Date will be the
  next succeeding Business Day, provided that if the fifth scheduled Trading
  Day before this applicable day does not qualify as the final Observation Date,
  then the Maturity Date will be the fifth Business Day following the final Observation
  Date. The calculation agent may postpone the final Observation Date (and therefore
  the Maturity Date) if a Market Disruption Event occurs or is continuing on
  a day that would otherwise be the final Observation Date. Market Disruption
  Events are described under “— Market Disruption Events” below.



   The Issuer will irrevocably deposit with DTC no
  later than the opening of business on the Maturity Date funds sufficient to
  make payments of the amount payable at maturity with respect to the Notes on
  such date. The Issuer will give DTC irrevocable instructions and authority
  to pay such amount to the holders of the Notes entitled thereto. A “Business Day” is
  any day other than a day on which banking institutions in The City of New York
  are authorized or required by law or regulation to close or a day on which
  transactions in dollars are not conducted. 



  Calculation Agent 
  


       J.P. Morgan
  Securities Inc. will act as the calculation agent. The calculation agent will
  determine the Index Closing Level on each annual Observation Date, the Average
  Index Level, the Average Index Return and the Additional Amount of cash the
  Issuer will pay on the Notes at maturity. In addition, the calculation agent
  will determine whether there has been a Market Disruption Event or a discontinuance
  of the Index and whether there has been a material change in the method of
  calculating the Index. All determinations made by the calculation agent will
  be at the sole discretion of the calculation agent and will, in the absence
  of manifest error, be conclusive for all purposes and binding on Holders and
  on the Issuer. The Issuer may appoint a different calculation agent from time
  to time after the date of this prospectus supplement without the Holders’ consent
  and without notifying Holders. 



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       The calculation agent will provide written notice to the Trustee at its New York office, on which notice the Trustee may conclusively rely, of the Additional Amount on or prior to 11:00 a.m. on the
Business Day preceding the Maturity Date. 



       The calculation agent will calculate the Additional Amount on the final Observation Date. All calculations with respect to the Average Index Level, the Average Index Return, or the Index Closing Level
will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., .876545 would be rounded to .87655); all dollar amounts related to determination of the Additional Amount payable per Note will be rounded to the
nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate amount of Notes will be rounded to the nearest cent, with one-half cent rounded
upward. 



  Market Disruption Events 
  


       With respect to the Index, a “Market Disruption Event” means: 



       (i) 	(a) 	a suspension, absence or material limitation of trading of stocks then constituting 20 percent or more of the level of the Index (or the relevant Successor Index) on the Relevant Exchanges
(as defined below) for such securities for more than two hours of trading or during the one hour period preceding the close of the principal trading session on such Relevant Exchange; or



           	(b) 	a breakdown or failure in the price and trade reporting systems of any Relevant Exchange as a result of which the reported trading prices for stocks then constituting 20 percent or more of the
level of the Index (or the relevant Successor Index) during the one hour period preceding the close of the principal trading session on such Relevant Exchange are materially inaccurate; or 



        	   (c) 	the suspension, absence or material limitation of trading on any major U.S. securities market for trading in futures or options contracts related to the Index (or the relevant Successor Index)
for more than two hours of trading or during the one hour period preceding the close of the principal trading session on such market,


        	in each case
      as determined by the calculation agent in its sole discretion; and 



       (ii) 	a determination
  by the calculation agent in its sole discretion that the event described above
  materially interfered with its ability or the ability of any of the Issuer’s
  affiliates to adjust or unwind all or a material portion of any hedge with
  respect to the Notes. 



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       For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in the Index is materially suspended or materially limited at that time, then the
relevant percentage contribution of that security to the level of the Index shall be based on a comparison of: 



       (i) 	the portion of the level of the Index attributable to that security relative to 



       (ii) 	the overall level of the Index, 



       in each case immediately before that suspension or limitation. 



       For purposes of determining whether a Market Disruption Event has occurred: 



       (i) 	a limitation on the hours or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the Relevant Exchange
or market; 



       (ii) 	a decision to permanently discontinue trading in the relevant futures or options contract will not constitute a Market Disruption Event; 



       (iii) limitations pursuant to the rules of any Relevant Exchange similar to NYSE Rule 80A (or any applicable rule or regulation enacted or promulgated by any other self-regulatory organization or any
government agency of scope similar to NYSE Rule 80A as determined by the calculation agent) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of trading;



       (iv) a suspension of trading in futures or options contracts on the Index by the primary securities market trading in such contracts by reason of 



             	(a) 	a price change exceeding limits set by such exchange or market, 



   	           (b) 	an imbalance of orders relating to such contracts, or



   	           (c)
  a disparity in bid and ask quotes relating to such contracts



        	     will,
  in each such case, constitute a suspension, absence or material limitation
  of trading in futures or options contracts related to the Index; and 



       (v) 	a “suspension, absence or material limitation of trading” on
  any Relevant Exchange or on the primary market on which futures or options
  contracts related to the Index are traded will not include any time when such
  market is itself closed for trading under ordinary circumstances. 



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       “Relevant Exchange” means
  the primary U.S. organized exchange or market of trading for any security (or
  any combination thereof) then included in the Index or any Successor Index. 



  Discontinuance of the S&P 500 Index;
  Alteration of Method of Calculation 
  


       If Standard & Poor’s, a division of McGraw-Hill
  Companies, Inc. (“S&P”) discontinues publication of the Index and S&P
  or another entity publishes a successor or substitute index that the calculation
  agent determines, in its sole discretion, to be comparable to the discontinued
  Index (such index being referred to herein as a “Successor Index”),
  then any Index Closing Level will be determined by reference to the level of
  such Successor Index at the close of trading on the NYSE, the AMEX, the Nasdaq
  National Market or the Relevant Exchange or market for the Successor Index
  on the relevant Observation Date. 



       Upon any selection by the calculation agent of a Successor Index, the calculation agent will cause written notice thereof to be promptly furnished to the Trustee, to the Issuer and to the Holders of
the Notes. 



       If S&P
  discontinues publication of the Index prior to, and such discontinuance is
  continuing on, any Observation Date and the calculation agent determines, in
  its sole discretion, that no Successor Index is available at such time, then
  the calculation agent will determine the Index Closing Level for such date.
  The Index Closing Level will be computed by the calculation agent in accordance
  with the formula for and method of calculating the Index last in effect prior
  to such discontinuance, using the closing price (or, if trading in the relevant
  securities has been materially suspended or materially limited, its good faith
  estimate of the closing price that would have prevailed but for such suspension
  or limitation) at the close of the principal trading session on such date of
  each security most recently comprising the Index. Notwithstanding these alternative
  arrangements, discontinuance of the publication of the Index on the Relevant
  Exchange may adversely affect the value of the Notes. 



       If at any time the method of calculating the Index or a Successor Index, or the level thereof, is changed in a material respect, or if the Index or a Successor Index is in any other way modified so
that such index does not, in the opinion of the calculation agent, fairly represent the level of the Index or such Successor Index had such changes or modifications not been made, then, from and after such time, the calculation agent will, at the
close of business in New York City on each date on which the Index Closing Level is to be determined, make such calculations and adjustments as, in the good faith judgment of the calculation agent, may be necessary in order to arrive at a level of a
stock index comparable to the Index or such Successor Index, as the case may be, as if such changes or modifications had not been made, and the calculation agent will calculate the Index Closing Level with reference to the Index or such Successor
Index, as 



  7 



















  adjusted. Accordingly, if the method of calculating the Index or a Successor Index is modified so that the level of such index is a fraction of what it would have been if it had not been modified (e.g., due to a split in the index), then the calculation agent will adjust such index in order to arrive at a level of the Index or such Successor Index as if it had not been modified (e.g., as if such split had not occurred). 



  Alternate Additional Amount Calculation in Case of an Event of Default
  


       In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the amount declared due and payable for each Note upon any acceleration of
the Notes will be equal to the $1,000 plus the Additional Amount determined as though the Index Closing Level for any annual Observation Date scheduled to occur on or after such date of acceleration were the Index Closing Level on the date of
acceleration. 



  Defeasance 
  


       The Notes will not be subject to the defeasance provisions contained in Article 13 of the Indenture. 



  8



















       JPMorgan Chase & Co.,
  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 amount in cash, as determined in accordance with the provisions set forth under “Payment at Maturity” above,
due with respect to the principal sum of $4,000,000 (UNITED STATES DOLLARS FOUR
MILLION) on the Maturity Date specified above.



       Payment of the principal of this Note and any premium at maturity 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.



       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
Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose. 



  9



















  IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed under its corporate seal. 



  Date: September [  ], 2004 



  	JPMORGAN CHASE & CO. 
	 	 	 
	By:	 	 
	 	

	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	Attest:	 	 
	 	

	 	Name:	 
	 	Title:	 
	 	 	 




[Seal] 


  TRUSTEE’S CERTIFICATE OF AUTHENTICATION 



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

  

    DEUTSCHE BANK TRUST COMPANY

  AMERICA

  (f/k/a/ Bankers Trust Company),

  As Trustee

	BY: JPMORGAN
    CHASE BANK
	As Authenticating Agent
	 	 	 
	 	 	 
	By:	 	 
	 	

	 	Name:	 
	 	Title:	 


 


  10



















  REVERSE OF SECURITY 
  


       This Note is
  one of a duly authorized issue of Medium Term Notes, Series E, having maturities
  more than nine months from the date of issue (the “Notes”)
  of the Issuer. The Notes are issuable under an Indenture, dated as of May 25,
  2001, between the Issuer and Deutsche Bank Trust Company Americas (formerly
  Bankers Trust Company), as Trustee (the “Trustee,” which term
  includes any successor trustee under the Indenture) (as may be amended or supplemented
  from time to time, the “Indenture”), to which Indenture and
  all indentures supplemental thereto reference is hereby made for a statement
  of the respective rights, limitations of rights, duties and immunities 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 JPMorgan
  Chase Bank 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 the Notes. The terms of individual Notes
may vary with respect to interest rates, interest rate formulas, issue dates,
maturity dates, or otherwise, all as provided in the Indenture. To the extent
not inconsistent herewith, the terms of the Indenture are hereby incorporated
by reference herein. 



       Unless otherwise indicated on the face hereof, this Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or subject to repayment at the option of the holder prior to maturity. 



       In the case where the calendar date indicated on the face hereof as the Maturity Date does not fall on a Business Day or where the Maturity Date is otherwise postponed according to the terms and
procedures specified on the face hereof, payment of premium, if any, or principal otherwise payable on such calendar date need not be made on such date, but may be made on the Maturity Date as postponed with the same force and effect as if made on
the indicated calendar date, and no interest on such payment shall accrue for the period from and after the indicated calendar date to the Maturity Date as postponed. 



       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, if denominated in U.S. dollars, unless otherwise stated
above, is issuable only in denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess thereof. 



       JPMorgan Chase Bank has been appointed registrar for the Notes, and JPMorgan Chase Bank will maintain at its office in The City of New York a



  11 



















  register for the registration and transfer of Notes.
  This Note may be transferred at the aforesaid office of JPMorgan Chase Bank
  by surrendering this Note for cancellation, accompanied by a written instrument
  of transfer in form satisfactory to JPMorgan Chase Bank and duly executed by
  the registered holder hereof in person or by the holder’s attorney duly
  authorized in writing, and thereupon JPMorgan Chase bank 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 JPMorgan
  Chase Bank 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 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 governmental charge in connection
  therewith. All Notes surrendered for exchange shall be accompanied by a written
  instrument of transfer in form satisfactory to JPMorgan Chase Bank 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 JPMorgan Chase Bank, 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 JPMorgan Chase Bank 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 Indenture provides that (a) if an Event of Default (as defined in the Indenture) due to the default in payment of principal of, premium, if any, or interest on, any series of debt securities
issued under the Indenture, including the series of Medium Term Notes of which this Note forms a part, or due to the default in the performance or breach of any other covenant or warranty of the 

12 


















  Issuer applicable to the debt securities of such series but not applicable to all outstanding debt securities issued under the Indenture, shall have occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting as a single class) may then declare the principal of all debt securities of all such series and interest accrued thereon to be due and payable immediately and (b) if an
Event of Default due to a default in the performance of any other of the covenants or agreements in the Indenture applicable to all outstanding debt securities issued thereunder, including this Note, or due to certain events of bankruptcy or
insolvency of the Issuer, shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of all debt securities issued under the Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities 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 principal amount of the debt securities of all affected series then outstanding. 



       The Indenture permits the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of all series issued under the
Indenture then outstanding and affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that the Issuer and the Trustee may not, without the consent of the holder of each outstanding debt security affected thereby, (a) extend the final maturity of any such debt security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or other amounts due thereunder, or change the method in which amounts of payment of principal, interest or other amounts due thereon are determined, 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 modify or amend the provisions for conversion or
exchange of the debt security for securities of the Issuer or other entities (other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities or otherwise in accordance with the terms thereof), or
impair or affect the rights of any holder to institute suit for the payment thereof without the consent of the holder of each debt security so affected 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. 



       So long as
  this Note shall be outstanding, the Issuer will cause to be maintained an office
  or agency for the payment of the principal of and premium, if any, and interest
  on this Note as herein  provided in the Borough of Manhattan, The City of New
York, and an office or agency in said Borough of Manhattan for

13 


















  the registration, transfer and exchange as aforesaid of the Notes. The Issuer may designate other agencies for the payment of said principal, premium and interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the Trustee advised of the names and locations of such agencies, if any are so designated. 



       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 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. 



       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 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 Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 



  14 



















  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. 





 

15


















       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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