**Exhibit4.7**

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FORREGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANYPAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANYTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSONIS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTERESTHEREIN.  THIS NOTE IS A GLOBAL SECURITYWITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTEREDIN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS NOTE IS EXCHANGEABLE FOR SECURITIESREGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEEONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS ANDUNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THISNOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OFTHE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHERNOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO ASUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

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**CUBISTPHARMACEUTICALS, INC.**

CUSIP No.: 229678 AC 1

**2.25%CONVERTIBLE SUBORDINATED NOTES DUE JUNE 15, 2013**

Cubist Pharmaceuticals, Inc., a Delaware corporation(the “Company”, which term shall include any successor corporation under theIndenture referred to on the reverse hereof), promises to pay to Cede &Co., or registered assigns, the principal sum of Three Hundred and Fifty MillionDollars ($350,000,000) on June 15, 2013, or such greater or lesser amount as isindicated on the Schedule of Exchanges of Notes on the other side of this Note.

| Interest Payment Dates: |   | June 15 and December 15, commencing December 15,  2006 |
|-------------------------|--------|--------------------------------------------------------|
|                    |   |                                                   |
| Record Dates:           |   | June 1 and December 1                                  |

 

This Note is convertible as specified on the otherside of this Note.  Additional provisionsof this Note are set forth on the other side of this Note.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, theCompany has caused this instrument to be duly executed.
|            | **CUBIST PHARMACEUTICALS, INC.** |                        |
|------------|----------------------------------|-----------------------------|
| ** ** | ** **                       |                        |
| ** ** | ** **                       |                        |
|       | By:                              | /s/ David W. J. McGirr      |   |
|       | Name:                            | David W. J. McGirr          |   |   |
|       | Title:                           | Chief Financial Officer and |            |   |
|       |                             | Senior Vice President       |   |   |

 

Attest:

 
| /s/ Christopher D. T.  Guiffre                               |   |
|--------------------------------------------------------------|--------|
| Name:  Christopher D. T. Guiffre                             |   |
| Title: Senior  Vice President, General Counsel and Secretary |   |

 

Dated:

**TRUSTEE’S CERTIFICATE OFAUTHENTICATION**

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

**THE BANK OF NEW YORK TRUST**

**COMPANY, N.A., as Trustee**
| /s/ Authorized Signatory |
|--------------------------|
| Authorized Signatory     |

** **

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**CUBISTPHARMACEUTICALS, INC. 2.25% CONVERTIBLE SENIOR NOTES DUE JUNE 15, 2013**

1.             INTEREST

Cubist Pharmaceuticals, Inc., a Delaware corporation(the “Company”, which term shall include any successor corporation under theIndenture hereinafter referred to), promises to pay interest on the principalamount of this Note at the rate of 2.25% per annum.  The Company shall pay interest semiannuallyon June 15 and December 15 of each year, commencing on December 15, 2006.  Interest on the Notes shall accrue from themost recent date to which interest has been paid or, if no interest has beenpaid, from June 6, 2006; provided, however, that if there is notan existing default in the payment of interest and if this Note isauthenticated between a record date referred to on the face hereof and the nextsucceeding interest payment date, interest shall accrue from such interestpayment date.  Interest will be computedon the basis of a 360-day year of twelve 30-day months.

2.             METHOD OF PAYMENT

The Company shall pay interest on this Note (exceptdefaulted interest) to the person who is the Holder of this Note at the closeof business on June 1 or December 1, as the case may be, next preceding therelated interest payment date.  TheHolder must surrender this Note to a Paying Agent to collect payment ofprincipal.  The Company will payprincipal and interest in money of the United States that at the time ofpayment is legal tender for payment of public and private debts.  The Company may, however, pay principal andinterest in respect of any Certificated Security by check or wire payable insuch money; provided, however, that a Holder with an aggregateprincipal amount in excess of $2,000,000 will be paid by wire transfer inimmediately available funds at the election of such Holder if such Holder hasprovided wire transfer instructions to the Company and the Trustee at least 10Business Days prior to the payment date.

3.             PAYING AGENT, REGISTRAR AND CONVERSION AGENT

Initially, The Bank of New York Trust Company, N.A., anational banking association (the “Trustee”, which term shall include anysuccessor trustee under the Indenture hereinafter referred to), will act asPaying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agentwithout notice to the Holder.  TheCompany or any of its Subsidiaries may, subject to certain limitations setforth in the Indenture, act as Paying Agent or Registrar.

4.             INDENTURE, LIMITATIONS

This Note is one of a duly authorized issue of Notesof the Company designated as its 2.25% Convertible Subordinated Notes due June15, 2013 (the “Notes”), issued under an Indenture, dated as of June 6, 2006(together with any supplemental indentures thereto, the “Indenture”), betweenthe Company and the Trustee.  The termsof this Note include those stated in the Indenture and those required by ormade part of the Indenture by reference to the Trust Indenture Act of 1939, asamended, as in effect on the date of the Indenture.  This Note is subject 

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to all such terms, andthe Holder of this Note is referred to the Indenture and said Act for astatement of them.  The Notes areunsecured obligations of the Company limited to $350,000,000 aggregateprincipal amount (or such greater amount necessary to reflect the exercise bythe Underwriters of their option to purchase additional Notes in compliancewith the Underwriting Agreement), except that the Company at any time or fromtime to time may, without the consent of any Holder, issue additional Noteshaving the same terms as the Notes initially issued under the Indenture, andentitled to all of the benefits of the Indenture.  The Indenture does not limit other debt ofthe Company, secured or unsecured.

5.             OPTIONAL REDEMPTION

The Notes are subject to redemption, at the option ofthe Company, on or after June 20, 2011, in whole or in part, but only if theClosing Sale Price of the Common Stock for at least 20 Trading Days in the 30consecutive Trading Day period ending on the date one day prior to the day theCompany gives a notice of redemption is greater than 150% of the ApplicableConversion Price on the date of such notice, at a Redemption Price in cashequal to 100% of the principal amount of the Notes to be redeemed together withaccrued and unpaid interest, if any, on the principal amount of the Notesredeemed to the date of redemption.

No sinking fund is provided for the Notes.

6.             NOTICE OF REDEMPTION

Notice of redemption will be delivered at least 10days but not more than 60 days before the Redemption Date to each Holder ofNotes to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part, butonly in whole multiples of $1,000.  Onand after the Redemption Date, subject to the deposit with the Paying Agent offunds sufficient to pay the Redemption Price plus accrued interest, if any,accrued to, but excluding, the Redemption Date, interest shall cease to accrueon Notes or portions of them called for redemption.

7.                                       REPURCHASEOF NOTES AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE

Subject to the terms and conditions of the Indenture,if a Fundamental Change occurs at any time prior to the Final Maturity Date,each Holder will, upon receipt of the notice of the occurrence of a FundamentalChange, have the right to require the Company to repurchase any or all of suchHolder’s Notes for cash in an amount equal to 100% of the principal amount ofthe Notes to be repurchased plus accrued and unpaid interest, if any, to (butnot including) the Fundamental Change Repurchase Date, unless such FundamentalChange Repurchase Date falls after an interest payment record date and on orprior to the corresponding interest payment date, in which case the FundamentalChange Repurchase Price will include the full amount of accrued and unpaidinterest payable on such interest payment date to the Holder of record at theclose of business on the corresponding interest payment record date.  Subject to Sections 3.8(b) of the Indenture,on or before the 15th Business Day after the effective date of aFundamental Change, the Company will provide to all Holders of the Notes andthe Trustee and Paying Agent a notice of the occurrence of the FundamentalChange and of the resulting repurchase right. To exercise 

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the repurchase right, aHolder must deliver a Repurchase Exercise Notice duly completed to the PayingAgent as described in the Indenture.

Notwithstanding the foregoing, the Holders will nothave the right to require the Company to repurchase any Notes if a FundamentalChange described in clause (b), (c) or (d) in the definition of FundamentalChange occurs (and the Company will not be required to deliver the noticedescribed in Section 3.8(c) of the Indenture), if either:

*(1)          the Closing Sale Price for any five Trading Days within the period of 10consecutive Trading Days ending immediately after the later of the effectivedate of the Fundamental Change or the date of the public announcement of theFundamental Change, in the case of a Fundamental Change relating to anacquisition of Capital Stock under clause (b) of the definition of FundamentalChange, or the period of 10 consecutive Trading Days ending immediately beforethe effective date of the Fundamental Change, in the case of a FundamentalChange relating to a merger, consolidation, asset sale or otherwise underclause (c) of the definition of Fundamental Change or a change in the Board ofDirectors under clause (d) of the definition of Fundamental Change, equals orexceeds 105% of the Applicable Conversion Price in effect on each of those fiveTrading Days; or*

*(2)           atleast 90% of the consideration paid for the Common Stock (excluding cashpayments for fractional shares and cash payments made pursuant to dissenters’or appraisal rights) in a merger or consolidation or a conveyance, sale,transfer or lease otherwise constituting a Fundamental Change under clause (b)and/or (c) of the definition of Fundamental Change consists of shares of commonstock traded on the New York Stock Exchange or another U.S. national securitiesexchange or quoted on the Nasdaq Stock Market or another established automatedover-the-counter trading market in the United States (or will be so traded orquoted immediately following the merger or consolidation) and, as a result ofthe merger or consolidation, the Securities become convertible into shares ofsuch common stock.*

Holders have the right to withdraw any FundamentalChange repurchase notice, in whole or in part, by delivering to the PayingAgent a written notice of withdrawal in accordance with the provisions of theIndenture.

If cash sufficient to pay the Fundamental ChangeRepurchase Price of all Notes or portions thereof to be purchased as of theFundamental Change Repurchase Date, has been deposited with the Paying Agent onor prior to the Business Day following the Fundamental Change Repurchase Date,all interest shall cease to accrue on such Notes (or portions thereof)immediately after such Fundamental Change Repurchase Date and the Holderthereof shall have no other rights as such other than the right to receive theFundamental Change Repurchase Price, upon surrender of such Notes.

8.             CONVERSION

A Holder of a Note may convert the principal amount ofsuch Note (or any portion thereof equal to $ 1,000 or any integral multiple of$1,000 in excess thereof) into Common Stock at any time prior to the close ofbusiness on the last Business Day prior to the Final Maturity Date, at theApplicable Conversion Rate in effect on the Conversion Date; provided, however,

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that, if such Note iscalled for redemption or submitted or presented for purchase pursuant to Article3 of the Indenture, such conversion right shall terminate at the close ofbusiness on the Business Day immediately preceding the Redemption Date orFundamental Change Repurchase Date, as the case may be, for such Note or suchearlier date as the Holder presents such Note for redemption or for purchase(unless the Company shall default in making the redemption payment orFundamental Change Repurchase Price payment when due, as the case may be, inwhich case the conversion right shall terminate at the close of business on thedate such default is cured and such Note is redeemed or purchased, as the casemay be).

The Initial Conversion Rate means 32.4981 shares ofCommon Stock per $1,000 principal amount of Notes, subject to adjustment undercertain circumstances as provided in the Indenture.

Upon surrender of Notes for conversion, the Companywill have the right to deliver, in lieu of shares of Common Stock, cash or acombination of cash and shares of Common Stock in the amounts provided inSection 4.2 of the Indenture.

No fractional shares will be issued upon conversion;in lieu thereof, an amount will be paid in cash based upon the Closing SalePrice of the Common Stock on the Trading Day immediately prior to theConversion Date.

To convert a Note, a Holder must (a) complete andmanually sign the conversion notice set forth below and deliver such notice toa Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnishappropriate endorsements and transfer documents if required by a Registrar or aConversion Agent, and (d) pay any transfer or similar tax, if required.  Notes so surrendered for conversion (in wholeor in part) during the period from the close of business on any regular recorddate to the opening of business on the next succeeding interest payment date(excluding Notes or portions thereof called for redemption or subject topurchase upon a Fundamental Change on a Redemption Date or Fundamental ChangeRepurchase Date, as the case may be, during the period beginning at the close ofbusiness on a regular record date and ending at the opening of business on thefirst Business Day after the next succeeding interest payment date, or if suchinterest payment date is not a Business Day, the second such Business Day)shall also be accompanied by payment in funds acceptable to the Company of anamount equal to the interest payable on such interest payment date on theprincipal amount of such Note then being converted, and such interest shall bepayable to such registered Holder notwithstanding the conversion of such Note,subject to the provisions of the Indenture relating to the payment of defaultedinterest by the Company.  If the Companydefaults in the payment of interest payable on such interest payment date, theCompany shall promptly repay such funds to such Holder.

A Note in respect of which a Holder had delivered aFundamental Change repurchase notice exercising the option of such Holder torequire the Company to purchase such Note may be converted only if theFundamental Change repurchase notice is withdrawn in accordance with the termsof the Indenture.

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9.             DENOMINATIONS, TRANSFER, EXCHANGE

The Notes are in registered form, without coupons, indenominations of $1,000 and integral multiples of $1,000.  A Holder may register the transfer of orexchange Notes in accordance with the Indenture.  The Registrar may require a Holder, amongother things, to furnish appropriate endorsements and transfer documents and topay any taxes or other governmental charges that may be imposed in relation theretoby law or permitted by the Indenture.

10.           PERSONS DEEMED OWNERS

The Holder of a Note may be treated as the owner of itfor all purposes.

11.           UNCLAIMED MONEY

The Trustee and each Paying Agent shall pay to theCompany upon request any money held by them for the payment of principal orinterest that remains unclaimed for two years after a right to such money hasmatured.  After payment to the Company,Holders entitled to money must look to the Company for payment as generalcreditors unless an applicable abandoned property law designates anotherperson.

12.           AMENDMENT, SUPPLEMENT AND WAIVER

Subject to certain exceptions, the Indenture or theNotes may be amended or supplemented with the consent of the Holders of atleast a majority in aggregate principal amount of the Notes then outstanding,and an existing default or Event of Default and its consequence or compliancewith any provision of the Indenture or the Notes may be waived in a particularinstance with the consent of the Holders of a majority in aggregate principalamount of the Notes then outstanding. Without the consent of or notice to any Holder, the Company and theTrustee may amend or supplement the Indenture or the Notes to, among otherthings, cure any ambiguity, defect or inconsistency or make any other changethat does not adversely affect the rights of any Holder.

13.           SUCCESSOR ENTITY

When a successor corporation assumes all theobligations of its predecessor under the Notes and the Indenture in accordancewith the terms and conditions of the Indenture, the predecessor corporation(except in certain circumstances specified in the Indenture) shall be releasedfrom those obligations.

14.           DEFAULTS AND REMEDIES

Under the Indenture, an Event of Default includes: (i)default for 30 days in payment of any interest on any Notes; (ii) default inpayment of any principal (including, without limitation, premium, if any) onthe Notes when due; (iii) failure by the Company for 60 days after notice to itto comply with any of its other agreements contained in the Indenture or theNotes; (iv) default in payment of the purchase price of any Note when due; (v)the Company fails to provide a 

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notice of a FundamentalChange within 30 days after notice of failure to do so; (vi) default in thepayment of certain indebtedness of the Company or a Significant Subsidiary; and(vii) certain events of bankruptcy, insolvency or reorganization of the Companyor any Significant Subsidiary.  If anEvent of Default (other than as a result of certain events of bankruptcy, insolvencyor reorganization of the Company) occurs and is continuing, the Trustee or theHolders of at least 25% in aggregate principal amount of the Notes thenoutstanding may declare all unpaid principal to the date of acceleration on theNotes then outstanding to be due and payable immediately, all as and to theextent provided in the Indenture.  If anEvent of Default occurs as a result of certain events of bankruptcy, insolvencyor reorganization of the Company, unpaid principal of the Notes then outstandingshall become immediately due and payable without any declaration or other acton the part of the Trustee or any Holder, all as and to the extent provided inthe Indenture.  Holders may not enforcethe Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnitysatisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of amajority in aggregate principal amount of the Notes then outstanding may directthe Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders noticeof any continuing default (except a default in payment of principal orinterest) if it determines that withholding notice is in their interests.  The Company is required to file periodicreports with the Trustee as to the absence of default.

15.           TRUSTEE DEALINGS WITH THE COMPANY

The Bank of New York Trust Company, N.A., a nationalbanking association, the Trustee under the Indenture, in its individual or anyother capacity, may make loans to, accept deposits from and perform servicesfor the Company or an Affiliate of the Company, and may otherwise deal with theCompany or an Affiliate of the Company, as if it were not the Trustee.

16.           NO RECOURSE AGAINST OTHERS

No past, present or future director, officer,employee, incorporator or stockholder of the Company, as such, shall have anyliability for any obligations of the Company under the Notes, the Indenture orfor any claim based on, in respect of, or by reason of, such obligations ortheir creation.  The Holder of this Noteby accepting this Note waives and releases all such liability.  The waiver and release are part of theconsideration for the issuance of this Note.

17.           AUTHENTICATION

This Note shall not be valid until the Trustee or anauthenticating agent manually signs the certificate of authentication on theother side of this Note.

18.           ABBREVIATIONS AND DEFINITIONS

Customary abbreviations may be used in the name of theHolder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=**tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian) and UGMA (= Uniform Gifts to Minors Act).

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All terms used in this Note but not specificallydefined herein are defined in the Indenture and are used herein as so defined.

19.           INDENTURE TO CONTROL; GOVERNING LAW

In the case of any conflict between the provisions ofthis Note and the Indenture, the provisions of the Indenture shall control.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT GIVINGEFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THEAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder, upon writtenrequest and without charge, a copy of the Indenture.  Requests may be made to: CubistPharmaceuticals, Inc., 65 Hayden Avenue, Lexington, MA 02421, Attention:Investor Relations.

 

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**ASSIGNMENTFORM**

To assign this Note, fill in the form below:

I or we assign andtransfer this Note to:

 
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|-------------------------------------------------------------------------------------------------------------------|
| (Insert  assignee’s social security or tax I.D. number)                                                      |
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| (Print or type  assignee’s name, address and zip code)                                                       |
| and irrevocably appoint                                                                                           |
|                                                                                                              |
|                                                                                                              |
| agent to transfer this Note on the books of the  Company. The agent may substitute another to act for him or her. |

 
| Date:                      |   |   |   | Your Signature:                                                      |
|----------------------------|--------|--------|--------|----------------------------------------------------------------------|
|                       |   |   |   |                                                                 |
|                       |   |   |   |
|                       |   |   |   | (Sign exactly as your name appears on the   other side of this Note) |
|                       |   |   |   |                                                                 |
| * Signature guaranteed by: |   |   |   |                                                                 |
|                       |   |   |   |                                                                 |
| By:                        |   |   |   |                                                                 |
|                            |        |        |        |                                                                      |  |

 

*                 The signaturemust be guaranteed by an institution which is a member of one of the followingrecognized signature guaranty programs: (i) the Securities Transfer AgentMedallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program(MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such otherguaranty program acceptable to the Trustee.

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**CONVERSION NOTICE**

To convert this Note into Common Stock of the Company,check the box:  ̈

To convert only part of this Note, state the principalamount to be converted (must be $1,000 or a integral multiple of $1,000): $

If you want the stock certificate made out in anotherperson’s name, fill in the form below:

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

 
| Date:                      |   |   |   | Your Signature:                                                      |
|----------------------------|--------|--------|--------|----------------------------------------------------------------------|
|                       |   |   |   |                                                                 |
|                       |   |   |   |
|                       |   |   |   | (Sign exactly as your name appears on the   other side of this Note) |
|                       |   |   |   |                                                                 |
| * Signature guaranteed by: |   |   |   |                                                                 |
|                       |   |   |   |                                                                 |
| By:                        |   |   |   |                                                                 |
|                            |        |        |        |                                                                      |  |

 

*                 The signaturemust be guaranteed by an institution which is a member of one of the followingrecognized signature guaranty programs: (i) the Securities Transfer AgentMedallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program(MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such otherguaranty program acceptable to the Trustee.

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**REPURCHASE EXERCISE NOTICEUPON A FUNDAMENTAL CHANGE**

To:          CubistPharmaceuticals, Inc.

The undersignedregistered owner of this Note hereby irrevocably acknowledges receipt of anotice from Cubist Pharmaceuticals, Inc. (the “Company”) as to the occurrenceof a Fundamental Change with respect to the Company and requests and instructsthe Company to redeem the entire principal amount of this Note, or the portionthereof (which is $1,000 or an integral multiple thereof) below designated, inaccordance with the terms of the Indenture referred to in this Note at theFundamental Change Repurchase Price, together with accrued interest to, butexcluding, the Repurchase Date, to the registered Holder hereof.
| Dated: |   |   |                                                                                                                                                                                                  |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                  |
|   |   |   |                                                                                                                                                                                                  |
|   |   |   | Signature(s)                                                                                                                                                                                          |
|   |   |   |                                                                                                                                                                                                  |
|   |   |   | Signature(s) must be guaranteed by a qualified  guarantor institution with membership in an approved signature guarantee  program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. |
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|   |   |   |                                                                                                                                                                                                  |
|   |   |   | Signature Guaranty                                                                                                                                                                                    |

 
| Principal amount to be redeemed                         |
|---------------------------------------------------------|
| (in an integral multiple of $1,000, if less than  all): |
|                                                    |
|                                                    |

 

NOTICE: The signature to the foregoing Election mustcorrespond to the name as written upon the face of the Note in everyparticular, without alteration or any change whatsoever.

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**SCHEDULEOF EXCHANGES OF NOTES**

The following exchanges, redemptions, repurchases orconversions of a part of this Global Note have been made:

 
|  

Date of  Exchange,  Redemption,  Repurchase or  Conversion |   | Amount  of  Decrease in  Principal  Amount  of this   Global Note |   | Amount  of  Increase in  Principal  Amount of this  Global Note |   | Principal  Amount  of this Global  Note Following  Such Decrease or  Increase |   | Signature  of  Authorized Signatory   of Securities   Custodian |   |
|--------------------------------------------------------------------|--------|-------------------------------------------------------------------|--------|-----------------------------------------------------------------|--------|-------------------------------------------------------------------------------|--------|-----------------------------------------------------------------|--------|

 

 

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