_________ COMPANY

Foreign $_____

_________ percent Foreign Dollar Notes Due [Date]

TEMPORARY GLOBAL NOTE

_________ Company, a corporation organized and existing under the laws of the state of _________(the "Company"), for value received, promises to pay to bearer upon presentation and surrender of this temporary global note (the "Global Note") the principal sum of _________ Foreign Dollars (or, if less, the remaining principal amount shown on the attached Schedule of Exchanges) on [date] and to pay interest from the date of this agreement, semi-annually in arrears on [month, day] and [month, day] in each year, commencing [date], at the rate of _________ percent per year, until the principal of this note is paid or made available for payment; provided, however, that interest on this Global Note shall be payable only after the issuance of the definitive Notes for which this Global Note is exchangeable and, in the case of definitive Notes in bearer form, only upon presentation and surrender (at an office or agency outside the United States, except as otherwise provided in the First Supplemental Indenture referred to below) of the interest coupons attached to them as they severally mature.

This Global Note is issued in respect of an authorized issue of Notes of the Company designated as specified in the title of this agreement, issued and to be issued under the Indenture dated [date], between the Company and The Bank of _________, as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated [date] (the "First Supplemental Indenture"), (the Indenture, as so supplemented, the "Indenture"). It is a temporary note and is exchangeable in whole or from time to time in part without charge upon request of the Holder of this note for definitive Notes in bearer form, with interest coupons attached, in denominations of Foreign $1,000 [or amount that applies] or for definitive Notes in registered form, without coupons attached, in denominations of Foreign $10,000 [or amount that applies] and integral multiples of Foreign $1,000 (a) as soon as definitive bearer Notes are available and (b) as promptly as practicable following presentation of certification, in the form required by the Indenture for such purpose, that the beneficial owner or owners of this Global Note (or, if such exchange is only for a part of this Global Note, of such part) are not United States persons or persons who have acquired Notes for offer or resale to United States persons, or any person in the United States, other than a United States person that is a financial institution (as defined in Section 1.165-12(c)(1)(v) of the Treasury Regulation), or is acquiring through such a financial institution, that has agreed in writing to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code. Definitive Notes in bearer form to be delivered in exchange for any part of this Global Note shall be delivered only outside the United States. Upon any exchange of a part of this Global Note for definitive Notes, the portion of the principal amount of this note exchanged shall be endorsed by _________ Trust Company of _________, _________ Office, as authenticating agent (the "Authenticating Agent") appointed by the Trustee, on the Schedule here, and the principal amount of this note shall be reduced for all purposes by the amount exchanged.

Until exchanged in full for definitive Notes, this Global Note shall in all respects be entitled to the same benefits and subject to the same terms and conditions of, and the Company shall be subject to the same restrictions as those to be endorsed on, the definitive Notes in the form set forth as Annex A to the First Supplemental Indenture and those contained in the Indenture, except that neither the holder of this note nor the beneficial owners of this Global Note shall be entitled to receive payment of interest on this note.

This Global Note shall be governed by, and construed in accordance with, the laws of the state of _________.

All terms used in this Global Note which are defined in the Indenture or the definitive Notes shall have the meanings assigned to them therein.

Unless the certificate of authentication here has been executed by the Authenticating Agent by the manual signature of one of its authorized signatories, this Global Note shall not be valid or obligatory for any purpose.

This Global Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company.

In witness, the Company has caused this Global Note to be executed and attested.

Attest:

_______________

Assistant Secretary

AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION

This is the Global Note referred to in the within-mentioned First Supplemental Indenture.

_________ TRUST COMPANY OF _________, _________

OFFICE as Authenticating Agent

By _________

Authorized Signatory